Common use of Fundamental Changes Clause in Contracts

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌ (a) any Subsidiary may merge with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiaries.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiaries.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge merge, amalgamate or consolidate with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , provided that (x) when any WhollyGuarantor is merging, amalgamating or consolidating with another Subsidiary, the continuing or surviving Person shall be the Guarantor or shall become a Guarantor concurrently with such transaction and (y) when any wholly-Owned owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be the wholly-owned Subsidiary or shall become a Credit Partywholly-owned Subsidiary concurrently with such transaction; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is (i) a WhollyGuarantor, then the transferee must be only any of the Borrower, a Guarantor or another Subsidiary that becomes a Guarantor concurrently with such transaction and (ii) a wholly-Owned owned Subsidiary, then the transferee shall must either be the Parent Borrower or another Whollya wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Partyowned Subsidiary; (c) any Subsidiary that is not a Loan Party may liquidate or dissolve or change its legal form if the Parent Borrower determines in good faith that such action is in the interest of the Borrower and its Subsidiaries may make Dispositions permitted by Section 6.04Subsidiaries; (d) any Investment permitted consolidation of the Borrower with or merger of the Borrower into any other Person or Persons (whether or not affiliated with the Borrower), or successive consolidations or mergers to which the Borrower or its successor or successors shall be a party or parties, provided, however, that, the Borrower hereby consents and agrees that, upon any such consolidation or merger, the due and punctual payment of the principal of and interest on all of the Loans and the due and punctual performance and observance of all of the covenants, conditions and other obligations of this Agreement and the Notes to be performed and observed by Section 6.06 may the Borrower, shall be structured expressly assumed in an agreement satisfactory in form and substance to the Administrative Agent and the Lenders, executed and delivered to the Administrative Agent by the Person formed by such consolidation or merger, provided, further, that the Person formed by such consolidation or merger shall be a Person organized and existing under the laws of the United States, any state thereof or the District of Columbia, and provided, further, that immediately before and after giving effect to any such transaction (and treating any Consolidated Funded Indebtedness or Sale and Leaseback Transaction which becomes an obligation of the resulting or surviving Person as a mergerresult of such transaction as having been incurred or entered into by such Person at the time of such transaction), no Default shall exist. Unless the conditions prescribed above in this Section 7.04(d) are satisfied, no such consolidation or amalgamationmerger shall be permitted; (e) the Borrower or any Subsidiary may dissolvemerge with any other Person in order to effect an Investment expressly permitted pursuant to Sections 7.02(e), liquidate or wind up its affairs if it owns no material assets, engages in no business (f) and otherwise has no activities other than activities related to the maintenance of its existence and good standing(g); and (f) with respect to any Subsidiary may Dispose Subsidiary, (i) a merger, dissolution, liquidation, consolidation or Disposition, the purpose of all or substantially all of its assets (upon voluntary liquidation or otherwisewhich is to effect a Disposition expressly permitted pursuant to Section 7.05(c)(i), provided that such assets do not constitute all and (ii) Dispositions made in accordance with the terms of Section 7.05(c)(ii), or substantially all any of the consolidated assets of the Parent and its SubsidiariesSections 7.05(e), (f) or (g).

Fundamental Changes. The Parent will not, and will not permit Neither the Borrower nor any of its Restricted Subsidiaries to, shall merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌: (a) any Restricted Subsidiary may merge or consolidate with (i) the BorrowerBorrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided provided, that the Borrower shall be the continuing or surviving Person, ; or (ii) any one or more other Restricted Subsidiaries; provided provided, that (x) when any Wholly-Owned Subsidiary Person that is a Loan Party is merging with another Subsidiarya Restricted Subsidiary under this clause (a)(ii), a Wholly-Owned Subsidiary Loan Party shall be the continuing or surviving Person and Person; (yi) when any Subsidiary that is not a Credit Loan Party is merging may merge or consolidate with another Subsidiary, then such or into any other Subsidiary shall be that is not a Credit Loan Party; and (ii) any Subsidiary may liquidate or dissolve into its parent if the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries as a whole and is not materially disadvantageous to the Lenders; (bc) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another any other Restricted Subsidiary; provided provided, that (x) if the transferor in such a transaction is a Wholly-Owned SubsidiaryGuarantor, then the transferee shall either must be the Parent Borrower or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04;Guarantor; and (d) so long as no Default exists or would result therefrom, the Borrower may merge or consolidate with any Investment permitted other Person; provided, that (i) the Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by Section 6.06 may or surviving any such merger or consolidation (any such Person, the “Successor Company”) is not the Borrower, (A) the Successor Company shall be structured an entity organized or existing under the laws of the United States, any state or commonwealth thereof, the District of Columbia or any territory thereof, (B) the Successor Company shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Documents to which the Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have confirmed that its Guarantee and its pledges and other obligations under the Collateral Documents shall apply to the Successor Company’s obligations under the Loan Documents, including, to the extent reasonably requested by the Administrative Agent, by executing amendments or supplements to the Security Agreement, any Mortgage and any other Collateral Documents, and (D) the Borrower shall have delivered to the Administrative Agent (i) an officer’s certificate stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement and (ii) such other certificates and other documentation as a mergerreasonably requested by the Administrative Agent; provided, consolidation or amalgamationfurther, that if the foregoing are satisfied, the Successor Company will succeed to, and be substituted for, the Borrower under this Agreement; (e) so long as no Default exists or would result therefrom, a Guarantor may merge or consolidate with any other Person; provided, that (i) such Guarantor shall be the continuing or surviving corporation or (ii) if the Successor Company is not such Guarantor, (A) the Successor Company shall be an entity organized or existing under the laws of the United States, any state or commonwealth thereof, the District of Columbia or any territory thereof, (B) the Successor Company shall expressly assume all the obligations of such Guarantor under this Agreement and the other Loan Documents to which such Guarantor is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, and (C) such Guarantor shall have delivered to the Administrative Agent an officer’s certificate stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Company will succeed to, and be substituted for, such Guarantor under this Agreement; (f) so long as no Default exists or would result therefrom, the Borrower or any Restricted Subsidiary may dissolvemerge or consolidate with any other Person in order to effect an Investment permitted pursuant to Section 7.05; provided, liquidate that any such merger or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related consolidation involving the Borrower or any Guarantor shall be subject to the maintenance of its existence conditions set forth in clauses (d) and good standing(e) above, respectively; and (fg) so long as no Default exists or would result therefrom, any Restricted Subsidiary may Dispose consummate a merger, dissolution, liquidation or consolidation, in each case, the purpose of which is to effect a Disposition of all or substantially all of its the assets (upon voluntary liquidation of, or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets Equity Interests of, such Restricted Subsidiary permitted pursuant to clause (t) of the Parent and its SubsidiariesSection 7.04.

Fundamental Changes. The Parent Borrower will not, and nor will not it permit any of its Subsidiaries Subsidiary to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyPerson; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary (other than an Excluded Foreign Subsidiary); provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent Borrower or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit PartySubsidiary; (c) the Parent Borrower and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation;amalgamation (provided that the surviving Person of such merger, consolidation or amalgamation is not an Excluded Foreign Subsidiary); and (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiaries.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Event of Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, or Person and (ii) any one or more other SubsidiariesSubsidiary; provided that (xA) when any Whollywholly-Owned owned Subsidiary is merging with another Subsidiary, a Whollywholly-Owned owned Subsidiary shall be the continuing or surviving Person and Person, (yB) when any Restricted Subsidiary that is a Credit Party is merging with another Subsidiary, then such other a Restricted Subsidiary shall be the continuing or surviving Person, (C) when any Guarantor is merging with another Subsidiary, the continuing or surviving Person shall be a Credit PartyGuarantor and (D) if as a result thereof, the Borrower owns, directly or indirectly, less of such Subsidiary’s equity interests than it did prior to the merger, such merger shall also constitute a Disposition subject to Section 7.05 (and must be permitted by any clause thereof other than Section 7.05(d) or Section 7.05(g)); (b) a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05 (other than Section 7.05(d) or Section 7.05(g)); (c) the Borrower or any Restricted Subsidiary may consummate any Permitted Acquisition or any other Investment permitted by Section 7.02(k) or (n); provided that (i) in any such transaction involving the Borrower, the Borrower shall be the continuing or surviving Person; and (ii) in any such transaction involving a Guarantor, the continuing or surviving Person shall be a Guarantor (other than Holdings); and (d) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation liquidation, dissolution or otherwise) (i) to the Parent Borrower or to another a Guarantor (other than Holdings); or (ii) if the transferor is not a Guarantor, to any other Restricted Subsidiary; provided in each case that (xA) if the transferor in such a transaction is a Whollywholly-Owned owned Subsidiary, then the transferee shall must either be the Parent Borrower or another Whollya wholly-Owned Subsidiary and owned Subsidiary, (yB) if the transferor in such a transaction is a Credit Partywholly-owned Restricted Subsidiary, then the transferee must either be the Borrower or a wholly-owned Restricted Subsidiary and (C) to the extent that the transferee is not the Borrower or a wholly-owned Restricted Subsidiary (based on the percentage of such transferee which is not owned directly or indirectly by the Borrower), the Disposition shall constitute a Disposition subject to Section 7.05 and shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted under this Section 7.04 so long as it is permitted by any clause of Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities 7.05 other than activities related to the maintenance of its existence and good standing; and (fSection 7.05(d) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwiseSection 7.05(g), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiaries.

Fundamental Changes. The Parent Borrower will not, and nor will not it permit any of its Subsidiaries Subsidiary to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , provided that (x) when any Wholly-Owned Subsidiary Guarantor is merging with another Subsidiary, a Wholly-Owned Subsidiary Guarantor shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyPerson; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned SubsidiarySubsidiary Guarantor, then the transferee shall either be the Parent Borrower or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit PartyGuarantor; (c) the Parent Borrower and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation;; and (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assetsat any time provided that (i) such dissolution, engages in no business liquidation or winding up, as applicable, would not reasonably be expected to have a Material Adverse Effect and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (fii) any property or assets owned by such Subsidiary may Dispose prior to dissolution are disposed of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiariesthrough a Disposition permitted pursuant to Section 6.04.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose (other than as permitted pursuant to Section 7.05) of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any PersonPerson (other than (x) as otherwise permitted pursuant to Sections 7.02 and 7.05 and (y) in connection with a Permitted Acquisition), except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , provided that (x) when any Whollywholly-Owned owned Subsidiary is merging with another Subsidiary, a Whollythe wholly-Owned owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary Person, and, provided further that is if a Credit Party Guarantor is merging with another Subsidiary, then such other Subsidiary the Guarantor shall be a Credit Partythe surviving Person; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary (or to the direct or indirect holder of such Subsidiary’s Equity Interests); provided that (x) if the transferor in such a transaction is a Whollywholly-Owned owned Subsidiary, then the transferee shall must either be the Parent Borrower or another Whollya wholly-Owned Subsidiary and (y) owned Subsidiary, and, provided further that if the transferor in of such a transaction assets is a Credit PartyGuarantor, then the transferee shall must either be Borrower or a Credit PartyGuarantor; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04;[intentionally omitted]; and (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation Loan Party or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary thereof may Dispose of all or substantially all of the assets of any one or more of its assets Subsidiaries (upon voluntary liquidation or otherwise), ; provided that (i) the assets subject to such assets do not constitute all or substantially all Disposition are less than 5% percent of the consolidated total assets of the Parent Borrower and its SubsidiariesSubsidiaries on a consolidated basis and (ii) the EBITDA of such Subsidiary is less than 5% percent of the EBITDA of Borrower and its Subsidiaries on a consolidated basis.

Fundamental Changes. The Parent will Borrower shall not, and will not nor shall it permit any of its Subsidiaries Material Subsidiary to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge or consolidate with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a the Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyPerson; (b) the Borrower or any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) (i) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is the Borrower or a Wholly-Owned Subsidiary, then the transferee shall must either be the Parent Borrower or another a Wholly-Owned Subsidiary and Subsidiary, or (yii) if the transferor in such pursuant to a transaction is a Credit Party, then the transferee shall be a Credit PartyDisposition permitted under Section 7.05; (c) the Parent Borrower may merge or consolidate with any Person so long as (i) the Borrower is the surviving Person or (ii) (A) the surviving Person expressly assumes by a duly executed amendment to this Agreement all of the Borrower’s obligations hereunder and its Subsidiaries may make Dispositions permitted under the other Loan Documents, in a manner satisfactory to the Administrative Agent and the Lenders and (B) such transfer of the Borrower’s rights and obligations hereunder is approved by the Administrative Agent and each Lender in accordance with the terms of Section 6.04;10.06(a); and (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate merge or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to consolidate with any Person so long as such Subsidiary is the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiariessurviving Person.

Fundamental Changes. (a) The Parent Borrower will not, nor will it permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary and, if any party to such merger is a Subsidiary Guarantor, is a Subsidiary Guarantor; (iii) any Subsidiary or the Borrower may merge into another Person in connection with an acquisition permitted by Section 6.04 as long as the Subsidiary or the Borrower is the surviving Person and no Default exists or would result and (iv) any Subsidiary may liquidate, dissolve or be transferred if the Borrower determines in good faith that such liquidation, dissolution or transfer is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and if such Subsidiary is a Subsidiary Guarantor, its assets are transferred to the Borrower or a Subsidiary Guarantor; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04 or Section 6.05. (b) The Borrower will not, and will not permit any of its Subsidiaries to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose engage to any material extent in any business other than businesses of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌ (a) any Subsidiary may merge with (i) the Borrower; provided that type conducted by the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business on the date of execution of this Agreement and otherwise has no activities other than activities businesses reasonably related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiariesthereto.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiaries.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌: (a) any Subsidiary may merge with (i) any Borrower (including a merger, the Borrowerpurpose of which is to reorganize such Borrower into a new jurisdiction); provided that the such Borrower shall be the continuing or surviving PersonPerson and (y) such merger does not result in any Borrower ceasing to be incorporated under the Laws of the United States, any state thereof or the District of Columbia, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary a Credit Party shall be a Credit Partythe continuing or surviving Person; (bi) any Subsidiary that is not a Credit Party may merge or consolidate with or into any other Subsidiary that is not a Credit Party and (ii) any Subsidiary (other than a Borrower) may liquidate or dissolve or change its legal form if Holdings determines in good faith that such action is in the best interests of Holdings and its Subsidiaries and if not materially disadvantageous to the Lenders; (c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Company or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned SubsidiaryGuarantor or a Borrower, then (i) the transferee shall must either be a Borrower or a Guarantor or (ii) to the Parent or another Wholly-Owned Subsidiary extent constituting an Investment, such Investment must be permitted under Sections 6.2 and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.046.3; (d) so long as no Default exists or would result therefrom, Company may merge with any Investment permitted other Person; provided that (i) Company shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not Company (any such Person, the “Successor Company”), (A) the Successor Company and its Subsidiaries shall be in compliance with the financial covenants set forth in Section 6.06 may 6.10 on a pro forma basis after giving effect to such merger or consolidation as of the last day of the Fiscal Quarter most recently ended, (B) the Successor Company shall be structured as an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (C) the Successor Company shall expressly assume all the obligations of Company under this Agreement and the other Credit Documents to which Company is a mergerparty pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (D) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guaranty confirmed that its Guarantee shall apply to the Successor Company’s obligations under this Agreement, (E) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Pledge and Security Agreement confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under this Agreement, (F) each mortgagor of a Closing Date Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under this Agreement, and (G) Company shall have delivered to Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or amalgamationany Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Company will succeed to, and be substituted for, Company under this Agreement; (e) so long as no Default exists or would result therefrom, any Subsidiary may dissolvemerge with any other Person in order to effect an Investment permitted pursuant to Section 6.2; provided that the continuing or surviving Person shall be a Subsidiary, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance which together with each of its existence Subsidiaries, shall have complied with the requirements of Section 5.11; (f) Holdings and good standingits Subsidiaries may consummate the Merger; and (fg) any Subsidiary may Dispose so long as no Default exists or would result therefrom, a Disposition, the purpose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiarieswhich is to effect a Disposition permitted pursuant to Section 6.5.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Wholly- Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiaries.

Fundamental Changes. The Parent will notEnter into any merger, and will not permit any of its Subsidiaries toconsolidation or amalgamation, merge, dissolve, or liquidate, consolidate with wind up or into another Persondissolve itself (or suffer any liquidation or dissolution), or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned property or hereafter acquired) to or in favor of any Personbusiness, except that, so long as no Default exists or would result therefrom:‌: (a) any Subsidiary of the Borrower may merge be merged or consolidated with or into the Borrower (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, corporation) or with or into any Wholly Owned Subsidiary (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-the Wholly Owned Subsidiary shall be the continuing or surviving Person and (y) when corporation); provided that any such merger or consolidation of a Subsidiary that is a Credit Party is merging Guarantor shall only be with or into the Borrower or another Subsidiary, then such other Subsidiary shall be a Credit PartyGuarantor; (b) any Subsidiary of the Borrower may Dispose of all any or substantially all of its assets (i) to the Borrower or any Wholly Owned Subsidiary (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary); provided that (x) if any such Disposition by a Subsidiary Guarantor shall only be to the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent Borrower or another Wholly-Owned Subsidiary and Guarantor or (yii) if the transferor in such pursuant to a transaction is a Credit Party, then the transferee shall be a Credit PartyDisposition permitted by Section 7.5; (c) the Parent and its Subsidiaries may make Dispositions any Investment expressly permitted by Section 6.04; (d) any Investment permitted by Section 6.06 7.7 may be structured as a merger, consolidation or amalgamation; (ed) any Subsidiary may dissolve, liquidate or wind up its affairs at any time if it owns no material assetsat the time of such dissolution, engages in no business and otherwise has no activities other liquidation or winding up, the value of the assets of such Subsidiary is less than activities related to the maintenance of its existence and good standing$100,000 or such Subsidiary is dormant; and (fe) the Borrower may consolidate with or merge with or into any Person, if: (i) the resulting, surviving or transferee Person (the “Successor Company”) will be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Company (if not the Borrower) will expressly assume all the obligations of the Borrower under this Agreement and the other Loan Documents to which the Borrower is a party by executing and delivering to the Administrative Agent a joinder hereto and thereto or one or more other documents or instruments, in each case, in a form reasonably satisfactory to the Administrative Agent; (ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or any Subsidiary as a result of such transaction as having been incurred by the Successor Company or such Subsidiary at the time of such transaction), no Default will have occurred and be continuing or would result therefrom; (iii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or any Subsidiary as a result of such transaction as having been incurred by the Successor Company or such Subsidiary at the time of such transaction), the Successor Company shall be in compliance with the financial covenant set forth in Section 7.1 as of the end of the most recent four fiscal quarter period for which financial statements have been delivered pursuant to Section 6.1; (iv) each Guarantor (other than (x) any Subsidiary may Dispose of all Guarantor that will be released from its obligations under the Guarantee and Collateral Agreement in connection with such transaction and (y) any party to any such consolidation or substantially all of merger) shall have delivered a joinder or one or more other documents or instruments confirming its assets obligation under the Guarantee and Collateral Agreement and its obligations under the other Loan Documents; (upon voluntary liquidation v) Parent shall have delivered a joinder or otherwiseone or more other documents or instruments confirming its obligation under the Parent Guarantee; and (vi) the Borrower shall have delivered to the Administrative Agent (A) a certificate signed by a Responsible Officer each to the effect that such consolidation or merger and such joinders or other documents or instruments relating to this Agreement or any other Loan Document complies with the provisions described in this Section 7.4(e), (B) a legal opinion of counsel to the Successor Company and its Subsidiaries covering substantially the same matters set forth in Exhibit E hereto and (C) all documentation and information as is reasonably requested in writing by the Lenders at least three days prior to the anticipated effective date of such consolidation or merger required by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act. ; provided that such assets do not constitute all or substantially all if the foregoing provisions of this clause (e) are satisfied, the consolidated assets of Successor Company will succeed to, and be substituted for, the Parent and its SubsidiariesBorrower under this Agreement.

Fundamental Changes. The Neither Parent will not, and will not permit nor any of its Restricted Subsidiaries to, shall merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌: (a) any Restricted Subsidiary may merge or consolidate with (i) Parent or a Borrower (including a merger, the Borrowerpurpose of which is to reorganize such Borrower into a new jurisdiction); provided provided, that the Parent or such Borrower shall be the continuing or surviving Person, ; or (ii) any one or more other Restricted Subsidiaries; provided provided, that (x) when any Wholly-Owned Subsidiary Person that is a Loan Party is merging with another Subsidiarya Restricted Subsidiary under this clause (a)(ii), a Wholly-Owned Subsidiary Loan Party shall be the continuing or surviving Person and Person; (yi) when any Subsidiary that is not a Credit Loan Party is merging may merge or consolidate with another Subsidiary, then such or into any other Subsidiary shall be that is not a Credit Loan Party; and (ii) any Subsidiary may liquidate or dissolve into its parent if Parent determines in good faith that such action is in the best interest of Parent and its Subsidiaries as a whole and is not materially disadvantageous to the Lenders; (bc) Parent or any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another any Restricted Subsidiary; provided provided, that (x) if the transferor in such a transaction is a Wholly-Owned SubsidiaryBorrower or a Guarantor, then the transferee must be Parent, a Borrower or a Guarantor and; provided, further, that at least one Borrower shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in remain after such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04;transaction; and (d) so long as no Default exists or would result therefrom, Parent or a Borrower may merge or consolidate with any Investment permitted other Person; provided, that (i) Parent or such Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by Section 6.06 may or surviving any such merger or consolidation (any such Person, the “Successor Company”) is not Parent or such Borrower, (A) the Successor Company shall be structured an entity organized or existing under the laws of the United States, any state or commonwealth thereof, the District of Columbia or any territory thereof, (B) the Successor Company shall expressly assume all the obligations of such Borrower under this Agreement and the other Loan Documents to which such Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) in the case of a Successor Company for a Borrower, each Guarantor, unless it is the other party to such merger or consolidation, shall have confirmed that its Guarantee and its pledges and other obligations under the Collateral Documents shall apply to the Successor Company’s obligations under the Loan Documents, including, to the extent reasonably requested by the Administrative Agent, by executing amendments or supplements to the Security Agreement, any Mortgage and any other Collateral Documents, and (D) Parent shall have delivered to the Administrative Agent (i) an officer’s certificate stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement and (ii) such other certificates and other documentation as a mergerreasonably requested by the Administrative Agent; provided, consolidation or amalgamationfurther, that if the foregoing are satisfied, the Successor Company will succeed to, and be substituted for, the applicable Borrower under this Agreement; (e) so long as no Default exists or would result therefrom, a Guarantor may merge or consolidate with any other Person; provided, that (i) such Guarantor shall be the continuing or surviving corporation or (ii) if the Successor Company is not such Guarantor, (A) the Successor Company shall be an entity organized or existing under the laws of the United States, any state or commonwealth thereof, the District of Columbia or any territory thereof, (B) the Successor Company shall expressly assume all the obligations of such Guarantor under this Agreement and the other Loan Documents to which such Guarantor is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, and (C) such Guarantor shall have delivered to the Administrative Agent an officer’s certificate stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Company will succeed to, and be substituted for, such Guarantor under this Agreement; (f) so long as no Default exists or would result therefrom, Parent, a Borrower or any Restricted Subsidiary may dissolve, liquidate merge or wind up its affairs if it owns no material assets, engages consolidate with any other Person in no business and otherwise has no activities other than activities related order to the maintenance of its existence and good standingeffect an Investment permitted pursuant to Section 7.05; and (fg) so long as no Default exists or would result therefrom, Parent or any Restricted Subsidiary may Dispose consummate a merger, dissolution, liquidation, consolidation or Disposition, the purpose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiarieswhich is to effect a Disposition permitted pursuant to Section 7.04.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as both immediately before and immediately after giving effect to any such transaction, no Default exists shall be continuing or would shall result therefrom:‌therefrom: (a) any Subsidiary of the Borrower (other than Finsub) may merge with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; Subsidiaries of the Borrower, provided that (x) when any Wholly-Owned Subsidiary of the Borrower, is merging with another SubsidiarySubsidiary of the Borrower, a the Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyPerson; (b) any Subsidiary of the Borrower (other than Finsub) may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another SubsidiarySubsidiary of the Borrower (other than Finsub); provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall must either be the Parent Borrower or another a Wholly-Owned Subsidiary and (y) if of the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party;Borrower; and (c) the Parent and its Subsidiaries Borrower may make Dispositions permitted by Section 6.04; (d) merge with any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise)Person, provided that (i) the Borrower shall be the continuing or surviving Person, and (ii) such assets do Person was organized under the Laws of the United States of America or one of its states. For the avoidance of doubt, any Disposition made in connection with a Permitted Receivables Transaction shall not constitute all or substantially all a breach of the consolidated assets of the Parent and its Subsidiariesthis Section 7.04.

Fundamental Changes. The Parent will not(i) without at least 15 days prior written notice thereof to Agent, and will not permit any change its legal name; change its tax, charter or other organizational identification number; change its form or jurisdiction of organization or change the location of its Subsidiaries toregistered office (with respect to a Canadian Obligor) or chief executive office; (ii) liquidate, wind up its affairs or dissolve itself; (ii) or merge, dissolveamalgamate, liquidate, combine or consolidate with or into another any Person, or Dispose of (whether in one a single transaction or in a series of related transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌for: (a) any mergers, amalgamations or consolidations of a Subsidiary may merge with (i) the Borrower; Parent, provided that Parent shall be the continuing or surviving Person; (ii) a Borrower (other than Parent), provided that a Borrower shall be the continuing or surviving Person, ; or (iiiii) a Guarantor (for any such transaction not involving any Borrower), provided that a Guarantor shall be the continuing or surviving Person ; (b) subject to clause (a) above, mergers, amalgamations or consolidations of a Subsidiary with any one or more other Subsidiaries; provided provided, that (x) when any Wholly-Owned Subsidiary Obligor is merging or amalgamating with another Subsidiary, a Wholly-Owned Subsidiary such Obligor shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit PartyPerson; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04Permitted Acquisitions; (d) in connection with any Investment permitted by Section 6.06 Permitted Acquisition, any Subsidiary of Parent may merge into or consolidate or amalgamate with any other Person or permit any other Person to merge into or consolidate or amalgamate with it; provided that (i) the Person surviving such merger or continuing thereafter shall be structured as Parent or a mergerSubsidiary of Parent and (ii) in the case of any such merger or amalgamation to which any Obligor is a party, consolidation such Obligor is the surviving or amalgamation;continuing Person; and (e) any Subsidiary Obligor that is not a Borrower may dissolve, liquidate or wind up its affairs at any time if it owns no material assetsParent determines in good faith that such dissolution, engages in no business and otherwise has no activities other than activities related liquidation or winding up is not materially disadvantageous to the maintenance of its existence Lenders and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated material assets of the Parent and its Subsidiariessuch Obligor are contributed to another Obligor.

Fundamental Changes. (a) The Parent Borrowers will not, and will not permit any of its their Subsidiaries to, merge, dissolve, liquidate, merge into or consolidate with or into another any other Person, or Dispose permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (whether in one a single transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) to or in favor all or substantially all of the stock of any of their Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided that if, at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (i) any Borrower or any Subsidiary may merge with a Person if such Borrower (or such Subsidiary if no Borrower is a party to such merger) is the surviving Person, except that, so long as no Default exists or would result therefrom:‌ (aii) any Subsidiary may merge with (i) the Borrower; into another Subsidiary, provided that if any party to such merger is a Subsidiary Loan Party, the Borrower Subsidiary Loan Party shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (biii) any Subsidiary may Dispose sell, transfer, lease or otherwise dispose of all or substantially all of its assets to any Borrower or to a Subsidiary Loan Party, and (upon voluntary iv) any Subsidiary (other than a Borrower) may liquidate or dissolve if the Borrowers determine in good faith that such liquidation or otherwise) dissolution is in the best interests of the Borrowers and is not materially disadvantageous to the Parent or Lenders; provided, further, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee merger shall either not be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted unless also permitted by Section 6.04;7.4. (db) The Borrowers will not, and will not permit any Investment permitted by Section 6.06 may be structured as a mergerof their Subsidiaries to, consolidation or amalgamation; (e) engage in any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all businesses of the consolidated assets of type conducted by the Parent Borrowers and its Subsidiariestheir Subsidiaries on the date hereof and businesses reasonably related, ancillary or complementary thereto (including related, complementary, synergistic or ancillary technologies in which the Borrowers are currently engaged).

Fundamental Changes. The Parent will Company shall not, and will not nor shall it permit any of its Subsidiaries Subsidiary to, directly or indirectly, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactionstransactions and whether effected pursuant to a Division or otherwise) all or substantially all of its assets or all of substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default or Event of Default exists or would result therefrom:‌therefrom and the Company is in compliance, on a pro forma basis, with the provisions of Section 10.1(b) and Section 10.1(c): (a) (i) any Person may merge into an Obligor in a transaction in which such Obligor is the surviving Person (provided that the Company must be the survivor of any merger involving the Company), subject to the requirements of Section 9.13, (ii) any Person (other than an Obligor unless such Obligor is the surviving Person of such merger) may merge with or into a Subsidiary (other than an Obligor), (iii) any Obligor or any Subsidiary may sell, lease, transfer or otherwise Dispose of its assets to another Obligor or another Subsidiary, subject to the requirements of Section 9.13, which in the event of a consummation of a Division shall apply to all Division Successors, (iv) any Subsidiary (other than an Obligor) may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company, and (v) an Obligor or any Subsidiary may sell, transfer or otherwise Dispose of Equity Interests of a Subsidiary (other than an Obligor); (b) in connection with any acquisition permitted under Section 10.7, any Subsidiary of the Company may merge into or consolidate with (i) the Borrowerany other Person or permit any other Person to merge into or consolidate with it; provided that the Borrower Person surviving such merger shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary of the Company and shall be comply with the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Partyrequirements of Section 9.13; (bc) any Subsidiary of the Company may Dispose of all or substantially all of its assets (upon voluntary liquidation liquidation, pursuant to a Division or otherwise) to the Parent Company or to another SubsidiarySubsidiary of the Company; provided that (x) if the transferor in such a transaction is a Wholly-Owned an Unencumbered Property Subsidiary, then the transferee shall either must be an Unencumbered Property Subsidiary, and provided, further, that if any Subsidiary consummates a Division, the Parent or another Wholly-Owned Subsidiary and (y) if Company must comply with the transferor obligations set forth in such a transaction is a Credit Party, then the transferee shall be a Credit Party;Section 9.13 with respect to each Division Successor; and (cd) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; 10.5(d) shall be permitted under this Section 10.4. Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to (di) any Investment permitted by Section 6.06 may be structured as a mergermerge, consolidation dissolve or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if consolidate with or into any other Person unless after giving effect thereto the Company is the sole surviving Person of such transaction and no Change in Control results therefrom, (ii) consummate a Division or (iii) engage in any transaction pursuant to which it owns no material assets, engages is reorganized or reincorporated in no business and otherwise has no activities any jurisdiction other than activities related to a State of the maintenance United States of its existence and good standing; and (f) any Subsidiary may Dispose America or the District of all Columbia. No such conveyance, transfer or substantially all lease of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and Company shall have the effect of releasing the Company or any successor corporation or limited liability company that shall theretofore have become such in the manner prescribed in this Section 10.4 from its Subsidiariesliability under this Agreement or the Notes.

Fundamental Changes. The Parent will not, Borrower shall not and will shall not permit any of its Subsidiaries Subsidiary to, directly or indirectly: merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of the assets of the Borrower and its assets Subsidiaries taken as a whole (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , provided that (x) when any Wholly-Owned Subsidiary the Guarantor is merging with another Subsidiary, a Wholly-Owned Subsidiary the Guarantor shall be the continuing or surviving Person and (y) when any wholly-owned Subsidiary that is a Credit Party is merging with another Subsidiary, then such other the wholly-owned Subsidiary shall be a Credit Party;the continuing or surviving Person; and (b) any Subsidiary other than the Guarantor may Dispose of all or substantially all of its assets (upon voluntary liquidation liquidation, dissolution or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Whollywholly-Owned owned Subsidiary, then the transferee shall must either be the Parent Borrower or a wholly-owned Subsidiary; and (c) the Borrower or any Subsidiary may consolidate or merge with another Wholly-Owned corporation or entity, and a Person may consolidate with or merge into the Borrower or any Subsidiary, provided that (x) if the merger involves a Subsidiary but does not involve the Borrower or the Guarantor, a Subsidiary shall be the surviving entity, and (y) if the transferor in such a transaction is a Credit Partymerger involves the Borrower, then the transferee Borrower shall be a Credit Party; the ultimate surviving entity and if the merger involves the Guarantor, the Guarantor shall be the surviving entity, and (cz) in each such case (i) the Parent surviving entity shall be after the merger a solvent entity and its Subsidiaries may make Dispositions permitted existing under the laws of the United States of America, any State thereof or the District of Columbia, (ii) immediately after giving effect to such transaction and treating any Indebtedness which becomes an obligation of the Borrower or a Subsidiary as a result of such transaction as having been incurred by the Borrower or such Subsidiary at the time of such transaction, no Default shall have happened and be continuing, and (iii) if the merger or consolidation involves the Borrower or the Guarantor, the Borrower has delivered to the Administrative Agent a certificate signed by a Responsible Officer of the Borrower and an opinion of counsel, each stating that such consolidation or merger complies with this Section 6.04;7.04; and (d) any Investment Subsidiary (other than the Guarantor) may dissolve in connection with any Disposition otherwise permitted by this Section 6.06 may 7.04. provided, however, that nothing contained in this Section 7.04 shall be structured as a or be deemed to permit any merger, dissolution, liquidation, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages Disposition which would result in no business and otherwise has no activities other than activities related to the maintenance a Change of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its SubsidiariesControl.

Fundamental Changes. (a) Except as permitted in Section 7.6, the Borrower will not, and will not permit any Subsidiary to, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, however, that if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into another Subsidiary; provided, however, that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party and (iv) any Subsidiary may liquidate or dissolve into a Subsidiary Loan Party or into the Borrower if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, however, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.4. (b) The Parent Borrower will not, and will not permit any of its Subsidiaries to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose engage in any business other than businesses of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌ (a) any Subsidiary may merge with (i) the Borrower; provided that type conducted by the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business on the date hereof and otherwise has no activities other than activities businesses reasonably related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiariesthereto.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, merge, dissolve, liquidate, Merge or consolidate with or into another Personinto, or Dispose convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default or Event of Default exists or would result therefrom:‌therefrom: (a) any Person may merge into the Borrower provided that the Borrower is the surviving entity and the requirements set forth in the definition of Permitted Acquisition (other than clause (a)) with respect to Investments are satisfied; (b) any Subsidiary may merge with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit PartyPerson; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of sell all or substantially all of its assets (upon voluntary liquidation or otherwise), to the Borrower or to another Subsidiary; provided that if the seller in such a transaction is a Wholly-Owned Subsidiary, then the purchaser must also be the Borrower or a Wholly-Owned Subsidiary; (d) any Person (other than the Borrower or a Subsidiary of the Borrower) may merge into any Subsidiary provided that such assets do not constitute all or substantially all Subsidiary is the surviving entity and the requirements set forth in the definition of Permitted Acquisition with respect to Investments are satisfied; and (e) the consolidated assets of the Parent Borrower and its Subsidiarieseach Subsidiary may make Dispositions permitted by Section 7.07.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, amalgamate, consolidate with or into another Person, or divide into two or more Persons pursuant to a plan of division, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Restricted Subsidiary may merge with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, Person or (ii) the Parent or any one or more other Restricted Subsidiaries; provided that (x) when any Whollywholly-Owned owned Restricted Subsidiary is merging with the Parent or another Restricted Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) shall be the Parent or a wholly-owned Restricted Subsidiary; provided, further, that when any Subsidiary that is a Credit Loan Party is merging with another Subsidiarya Restricted Subsidiary that is not a Loan Party, then such other Subsidiary the continuing or surviving Person shall be a Credit Loan Party; (b) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another SubsidiaryRestricted Subsidiary (and thereafter dissolve, liquidate or wind-up its affairs); provided that (x) if the transferor in such a transaction is a Whollywholly-Owned owned Restricted Subsidiary, then the transferee shall must either be the Parent Borrower or another Whollya wholly-Owned Subsidiary and (y) owned Restricted Subsidiary; provided, further, that if the transferor in such a transaction is a Credit Loan Party, then the transferee shall must either be a Credit the Borrower or another Loan Party; (c) the Parent and its Subsidiaries may make Dispositions any Disposition of a Restricted Subsidiary expressly permitted by Section 6.047.05 may be structured as a merger, consolidation or amalgamation to which such Restricted Subsidiary is a party and as a result of which such Restricted Subsidiary ceases to be a Restricted Subsidiary; (d) any Investment expressly permitted by Section 6.06 7.02 may be structured as a merger, consolidation or amalgamation; provided that if the Parent or the Borrower is a party thereto, the Parent or the Borrower (as applicable) shall be the continuing or surviving Person; provided, further, that the continuing or surviving Person shall be the Borrower or a Guarantor to the extent required by Section 6.12; (e) any existing wholly-owned Restricted Subsidiary may dissolvedivide into two or more new wholly-owned Restricted Subsidiaries; provided that if such existing Restricted Subsidiary is a Loan Party, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standingeach new Restricted Subsidiary shall also be an Loan Party immediately following such division; and (f) the Parent may merge with a wholly-owned Subsidiary of the Public Parent or any Subsidiary may Dispose Intermediate Parent, change its name, or convert its type of all or substantially all of its assets (upon voluntary liquidation or otherwise), organization in connection with tax planning activities; provided that the continuing or surviving Person of such assets do not constitute all or substantially all merger is a direct wholly-owned Subsidiary of the consolidated assets of the Public Parent and its Subsidiariesor any Intermediate Parent.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge merge, amalgamate or consolidate with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , provided that (x) when any Whollywholly-Owned owned Subsidiary is merging with another Subsidiary, a Whollythe wholly-Owned owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyPerson; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Whollywholly-Owned owned Subsidiary, then the transferee shall must either be the Parent Borrower or another Whollya wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Partyowned Subsidiary; (c) any Subsidiary may liquidate or dissolve or change its legal form if the Parent Borrower determines in good faith that such action is in the interest of the Borrower and its Subsidiaries may make Dispositions permitted by Section 6.04Subsidiaries; (d) any Investment permitted consolidation of the Borrower with or merger of the Borrower into any other Person or Persons (whether or not affiliated with the Borrower), or successive consolidations or mergers to which the Borrower or its successor or successors shall be a party or parties, provided, however, that, the Borrower hereby consents and agrees that, upon any such consolidation or merger, the due and punctual payment of the principal of and interest on all of the Loans and the due and punctual performance and observance of all of the covenants, conditions and other obligations of this Agreement and the Notes to be performed and observed by Section 6.06 may the Borrower, shall be structured expressly assumed in an agreement satisfactory in form and substance to the Administrative Agent and the Lenders, executed and delivered to the Administrative Agent by the Person formed by such consolidation or merger, provided, further, that the Person formed by such consolidation or merger shall be a Person organized and existing under the laws of the United States, any state thereof or the District of Columbia, and provided, further, that immediately before and after giving effect to any such transaction (and treating any Consolidated Funded Indebtedness or Sale and Leaseback Transaction which becomes an obligation of the resulting or surviving Person as a mergerresult of such transaction as having been incurred or entered into by such Person at the time of such transaction), no Default shall exist. Unless the conditions prescribed above in this Section 7.04(d) are satisfied, no such consolidation or amalgamationmerger shall be permitted; (e) the Borrower or any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages merge with any other Person in no business order to effect an Investment expressly permitted pursuant to Sections 7.02(e) and otherwise has no activities other than activities related to the maintenance of its existence and good standing(f); and (f) with respect to any Subsidiary may Dispose Subsidiary, (i) a merger, dissolution, liquidation, consolidation or Disposition, the purpose of all or substantially all of its assets (upon voluntary liquidation or otherwisewhich is to effect a Disposition expressly permitted pursuant to Section 7.05(c)(i), provided that such assets do not constitute all and (ii) Dispositions made in accordance with the terms of Section 7.05(c)(ii), or substantially all any of the consolidated assets of the Parent and its SubsidiariesSections 7.05(e), (f) or (g).

Fundamental Changes. The (a) Parent will shall not, and will shall not permit any of its Subsidiaries Restricted Subsidiary to, merge, dissolve, liquidate, merge into or consolidate or amalgamate with or into another any other Person, or Dispose of (whether in one transaction permit any other Person to merge into or in a series of transactions) all consolidate or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Personamalgamate with it, except that, so long as if at the time thereof and immediately after giving effect thereto no Default exists or would result therefrom:‌ (a) Event of Default shall have occurred and be continuing, any Subsidiary Person may merge merge, consolidate or amalgamate with (i) the Borrower; provided that the Borrower shall be the continuing any Obligor or surviving Person, Restricted Subsidiary or (ii) any one non-Affiliate to facilitate any acquisition or more other SubsidiariesDisposition otherwise permitted by the Loan Documents; provided that, in the case of each of clauses (i) and (ii), other than in the case of facilitating a Disposition otherwise permitted by the Loan Documents, if such merger, consolidation or amalgamation involves the Parent, a Borrower or an Obligor, then the Parent, a Borrower or an Obligor, as applicable, shall be the surviving or continuing Person; provided further that, in each case, any such merger, consolidation or amalgamation involving a Person that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, not a Wholly-Owned Subsidiary immediately prior to such merger, consolidation or amalgamation shall not be the continuing or surviving Person and (y) when any Subsidiary that permitted unless it is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions also permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as 8.06 and, in the case of a Person that is an Unrestricted Subsidiary immediately prior to such merger, consolidation or amalgamation;, Section 7.09. (eb) Notwithstanding the foregoing provisions, this Section 8.02 shall not prohibit any Redomestication; provided that (i) in the case of a Redomestication of Parent of the type described in clause (a) of the definition thereof, the Surviving Person shall (A) execute and deliver to the Administrative Agent an instrument, in form and substance reasonably satisfactory to the Administrative Agent, whereby such Surviving Person shall become a party to this Agreement and the Affiliate Guaranty and assume all rights and obligations of Parent hereunder and thereunder, and (B) deliver to the Administrative Agent one or more opinions of counsel in form, scope and substance reasonably satisfactory to the Administrative Agent, and (ii) in the case of a Redomestication of Parent of the type described in clause (b) of the definition thereof in which the Person formed pursuant to such Redomestication is a different legal entity than Parent, the Person formed pursuant to such Redomestication shall (A) execute and deliver to the Administrative Agent an instrument, in form and substance reasonably satisfactory to the Administrative Agent, whereby such Person shall become a party to this Agreement and the Affiliate Guaranty and assume all rights and obligations of such Obligor hereunder and thereunder, and (B) deliver to the Administrative Agent one or more opinions of counsel in form, scope and substance reasonably satisfactory to the Administrative Agent and (iii) the Administrative Agent shall have completed (A) Patriot Act searches, OFAC/PEP searches and customary individual background checks for each applicable Person and (B) customary certificates regarding beneficial ownership or control in connection with applicable “beneficial ownership” rules and regulations in respect of the Obligors, in each case, the results of which shall be satisfactory to the Administrative Agent. (c) Parent shall not, and shall not permit any Restricted Subsidiary may dissolveto, wind up, liquidate or dissolve; provided that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing, (i) any Restricted Subsidiary that is not an Obligor may wind up up, liquidate or dissolve if Parent determines in good faith that such winding up, liquidation or dissolution is in the best interests of Parent and its affairs if it owns no material assets, engages in no business other Restricted Subsidiaries and otherwise has no activities is not materially disadvantageous to the Lenders and (ii) any Obligor (other than activities related to Parent or Borrowers) may wind up, liquidate or dissolve if (A) the maintenance owner of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets Capital Stock of such Person immediately prior to such event shall be a Wholly-Owned Subsidiary of Parent, that is organized in a Specified Jurisdiction and (B) if such owner is not then an Obligor, such owner shall execute and deliver to the Administrative Agent (1) a guaranty of the Parent Obligations in form and its Subsidiariessubstance reasonably satisfactory to the Administrative Agent, (2) an opinion, reasonably satisfactory in form, scope and substance to the Administrative Agent, of counsel reasonably satisfactory to the Administrative Agent, addressing such matters in connection with such event as the Administrative Agent or any Lender may reasonably request, (3) the Collateral Documents (or such similar Collateral Documents as are necessary in the reasonable discretion of the Administrative Agent for such Person to comply with Section 7.08(d)) and (4) such other documentation as the Administrative Agent may reasonably request.

Fundamental Changes. (a) The Parent Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge, dissolve, liquidate, merge into or consolidate with or into another any other Person, or Dispose permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned assets, or hereafter acquired) to liquidate or in favor of any Persondissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) any other Person, including a Subsidiary, may merge into the Borrower in a transaction in which the Borrower is the surviving corporation (so long as no Default exists or would result therefrom:‌ any such acquisition of a non-Subsidiary is a Permitted Acquisition), (aii) any Subsidiary may merge with (i) into any wholly owned Subsidiary in a transaction in which the Borrower; provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary entity is merging with another a wholly owned Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (biii) any Subsidiary may Dispose sell, transfer, lease or otherwise dispose of its assets to the Borrower or to a wholly owned Subsidiary, (iv) any Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, (v) any Subsidiary may merge into any other Person in connection with a disposition of all or substantially all of its assets the stock of such Subsidiary that is otherwise permitted under this Section 6.04, and (upon voluntary liquidation vi) so long as no Event of Default has occurred and is continuing or otherwisewould result therefrom, the Borrower may merge into or consolidate with another Person in a transaction in which such other Person is the surviving entity if such other Person (w) is organized and validly existing under the laws of the United States or any State thereof, (x) such Person shall assume all obligations of the Borrower hereunder, pursuant to an assumption agreement in form and substance reasonably satisfactory to the Parent or Administrative Agent, (y) the Administrative Agent shall have received a favorable opinion of counsel to another Subsidiarysuch other Person covering such matters relating to such assumption as the Administrative Agent may reasonably request, together with such other documents, instruments and certificates as the Administrative Agent may reasonably request, all of which shall otherwise be in form and substance satisfactory to the Administrative Agent, and (z) the Administrative Agent and the Lenders shall have received all such “know your customer” information regarding such other Person as they shall reasonably request; provided that (x) if the transferor in any such merger involving a transaction Person that is not a Wholly-Owned Subsidiary, then the transferee wholly owned Subsidiary immediately prior to such merger shall either not be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party;permitted unless also permitted by Section 6.05. (cb) The Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the Parent type conducted by the Borrower and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business on the date of execution of this Agreement and otherwise has no activities other than activities businesses reasonably related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiariesthereto.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) the Borrower may merge or consolidate with any Person, provided that the Borrower shall be the continuing or surviving Person and such transaction would otherwise be permitted by Section 3.04 of this Appendix A; (b) any Restricted Subsidiary may merge with (i) or dissolve or liquidate into the Borrower; , provided that the Borrower shall be the continuing or surviving Person, ; (c) any Restricted Subsidiary of the Borrower may merge with or (ii) dissolve or liquidate into any one or more Restricted Subsidiaries of the Borrower; (d) any Restricted Subsidiary may merge with any other Subsidiaries; Person, provided that (x) when any Wholly-Owned that, if such Restricted Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be not the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in assets of such a transaction is a Wholly-Owned SubsidiaryRestricted Subsidiary consist of Timberlands, then the transferee shall either such Disposition would otherwise be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation3.03 of this Appendix A; (e) any Restricted Subsidiary may dissolvemerge with any other Person, liquidate provided that, if such Restricted Subsidiary is the continuing or wind up its affairs if it owns no material assetssurviving Person, engages in no business and such transaction is otherwise has no activities other than activities related to the maintenance permitted by Section 3.04 of its existence and good standingthis Appendix A; and (f) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that that, if such assets do not constitute all or substantially all consist of the consolidated assets Timberlands, such Disposition would otherwise be permitted by Section 3.03 of the Parent and its Subsidiaries.this Appendix A.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions, including by way of an LLC Division) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌: (ai) any Subsidiary may merge merge, dissolve, liquidate or consolidate with or into (iA) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (iiB) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (bii) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Whollywholly-Owned owned Subsidiary, then the transferee shall must either be the Parent Borrower or another Whollya wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Partyowned Subsidiary; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (eiii) any Subsidiary may dissolve, merge with any Person (other than the Borrower or a Subsidiary) in a transaction permitted by Section 8.2(b)(iv); provided that (A) the Subsidiary shall be the continuing or surviving Person and (B) immediately before and after such merger there shall not exist any Potential Default or Event of Default; (iv) the Borrower and any Subsidiary may liquidate or wind up its affairs if it owns no material assets, engages dissolve (A) Immaterial Subsidiaries and (B) Persons whose assets are sold in no business and otherwise has no activities a Disposition permitted by Section 8.2(d); (v) the Borrower may merge with any Person (other than activities related to a Subsidiary) in a transaction permitted by Section 8.2(b)(iv); provided that (A) the maintenance Borrower shall be the continuing or surviving Person and (B) immediately before and after such merger there shall not exist any Potential Default or Event of its existence and good standingDefault; and (fvi) the Borrower and any Subsidiary may Dispose make dispositions of all or substantially all of its the assets (upon voluntary liquidation or otherwise), provided of a Subsidiary that such assets do not constitute all or substantially all of the consolidated assets of the Parent Borrower and its SubsidiariesSubsidiaries taken as a whole in a transaction permitted by Section 8.2(d).

Fundamental Changes. The Parent Loan Parties will not, and will not permit any of its their respective Subsidiaries to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyPerson; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent Borrower or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit PartySubsidiary; (c) the Parent Borrower and its Subsidiaries may make Dispositions expressly permitted by Section 6.04; (d) any Investment expressly permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) transactions entered into pursuant to any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its SubsidiariesSecuritization Financing.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) the Borrower may merge or consolidate with any Person, provided that the Borrower shall be the continuing or surviving Person and such transaction would otherwise be permitted by Section 7.04; (b) any Restricted Subsidiary may merge with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or ; (iic) any Restricted Subsidiary of the Borrower may merge with any one or more Restricted Subsidiaries of the Borrower; (d) any Restricted Subsidiary may merge with any other Subsidiaries; Person, provided that (x) when any Wholly-Owned that, if such Restricted Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be not the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in assets of such a transaction is a Wholly-Owned SubsidiaryRestricted Subsidiary consist of Timberlands, then the transferee shall either such Disposition would otherwise be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation7.03; (e) any Restricted Subsidiary may dissolvemerge with any other Person, liquidate provided that, if such Restricted Subsidiary is the continuing or wind up its affairs if it owns no material assetssurviving Person, engages in no business and such transaction is otherwise has no activities other than activities related to the maintenance of its existence and good standingpermitted by Section 7.04; and (f) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that that, if such assets do not constitute all or substantially all consist of the consolidated assets of the Parent and its SubsidiariesTimberlands, such Disposition would otherwise be permitted by Section 7.03.

Fundamental Changes. (i) The Parent will not, and will Borrower shall not permit any of its Subsidiaries to, merge, dissolve, liquidate, merge into or consolidate with or into another any other Person, or Dispose permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets assets, or, subject to Section 11.3(b), all or any of the stock of any Material Subsidiary (in each case, whether now owned or hereafter acquired), or liquidate or dissolve. (ii) The Borrower shall not permit any Material Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in favor a series of transactions) all or substantially all of its assets, or all or any of the stock of any Personother Material Subsidiary (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, so long as if at the time thereof and immediately after giving effect thereto, no Default exists or would result therefrom:‌ shall have occurred and be continuing, (aA) any Material Subsidiary may merge amalgamate with (i) the Borrower; provided that the Borrower shall be any other Material Subsidiary or with any Subsidiary if the continuing or surviving Personcorporation will become a Material Subsidiary as a result of such amalgamation, or (iiB) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Material Subsidiary may Dispose sell, transfer, lease or otherwise dispose of all or substantially all of its assets to another Material Subsidiary or to any Subsidiary which will become a Material Subsidiary as a result of such transaction and (upon voluntary C) any Material Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or otherwise) dissolution is not materially disadvantageous to the Parent or Borrower and the Lenders. (iii) The Borrower shall not, and shall not permit any Material Subsidiary to, engage to another Subsidiary; provided any material extent in any material business that is materially different from businesses of the type conducted (x) if by the transferor in such a transaction is a Wholly-Owned Subsidiary, then Borrower and its Material Subsidiaries on the transferee shall either be the Parent date of execution of this Agreement or another Wholly-Owned Subsidiary and (y) if in respect of any entity that becomes a Material Subsidiary after the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all date of the consolidated assets execution of this Agreement, by such Material Subsidiary on the last day of the Parent Fiscal Quarter immediately preceding the date on which such entity becomes a Material Subsidiary, and its Subsidiariesbusinesses reasonably related or incidental thereto.

Fundamental Changes. (a) The Parent Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge, dissolve, liquidate, merge into or consolidate with any other Person, or permit any other Person to merge into another Personor consolidate with it, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) to ), or in favor of any Personliquidate or dissolve, except that, so long as if at the time thereof and immediately after giving effect thereto no Default exists or would result therefrom:‌ (a) any Subsidiary may merge with shall have occurred and be continuing (i) the Borrower; provided that any Person may merge into the Borrower shall be in a transaction in which the continuing or Borrower is the surviving Personcorporation, or (ii) any one Person may merge or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging consolidate with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when into any Subsidiary that in a transaction in which the surviving entity is a Credit Party Subsidiary or which is merging with another Subsidiarypermitted as a Disposition under Section 6.04, then such other Subsidiary shall be a Credit Party; (biii) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation and the Borrower or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all any stock of any of its assets Subsidiaries to the Borrower or to another Subsidiary or in a transaction which is permitted as a Disposition under Section 6.04 and (upon voluntary iv) any Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or otherwise), provided that such assets do not constitute all or substantially all dissolution is in the best interests of the consolidated assets Borrower and is not materially disadvantageous to the Lenders; PROVIDED that any such merger which is in the nature of a sale of a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. (b) The Borrower will not, and will not permit any of its Subsidiaries to, change its line of business from the Parent lines of business conducted by the Borrower and its SubsidiariesSubsidiaries on the date of execution of this Agreement (other than businesses incidental or related thereto).

Fundamental Changes. The Parent None of the Loan Parties will, or will not, and will not permit any of its Restricted Subsidiaries to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Event of Default exists or would result therefrom:‌therefrom: (ai) any Restricted Subsidiary may merge merge, dissolve, liquidate or consolidate with or into (i) the Borrower; Company, provided that the Borrower Company shall be the continuing or surviving Person, (ii) a Loan Party, provided that the Loan Party shall be the continuing or surviving Person, or (iiiii) any one or more other Restricted Subsidiaries; , provided that (x) when any Wholly-Owned wholly owned Subsidiary is merging with another Subsidiary, a Wholly-Owned such wholly owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyPerson; (bii) any Subsidiary Loan Party (other than the Company) may Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired, upon voluntary liquidation or otherwise) to the Parent Company or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Loan Party; (ciii) the Parent and any Restricted Subsidiary that is not a Loan Party may Dispose of (whether in one transaction or in a series of transactions) all or substantially all its Subsidiaries may make Dispositions permitted by Section 6.04assets (whether now owned or hereafter acquired, upon voluntary liquidation or otherwise) to (i) another Restricted Subsidiary that is not a Loan Party or (ii) to a Loan Party; (div) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Restricted Subsidiary may merge, dissolve, liquidate or wind up its affairs if it owns no material assets, engages consolidate with or into another Person (subject to clause (i)) or be subject to a transaction resulting in no business and otherwise has no activities other than activities related to the maintenance Disposition of its existence and good standing; and (fwhether in one transaction or in a series of transactions) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that so long such assets do Disposition is not constitute a Disposition of all or substantially all of the consolidated assets of the Parent Borrower and its Restricted Subsidiaries, taken as a whole) (whether now owned or hereafter acquired, upon voluntary liquidation or otherwise) to or in favor of any Person in a transaction permitted under Section 7.24; (v) any Loan Party or any of its Restricted Subsidiaries may merge, dissolve, liquidate or consolidate with or into any other Person or permit any other Person to merge, dissolve, liquidate or consolidate with or into it; provided that (i) in the case of a merger, dissolution, liquidation or consolidation to which a wholly owned Subsidiary of the Company is a party, the Person surviving such merger, dissolution, liquidation or consolidation shall be a wholly owned Subsidiary of the Company, (ii) in the case of any merger, dissolution, liquidation or consolidation to which the Company or an Additional Borrower is a party, the Company or such Additional Borrower is the surviving Person, (iii) in the case of any merger, dissolution, liquidation or consolidation to which any Loan Party is a party, a Loan Party is the surviving Person, and (iv) in the case of a merger, dissolution, liquidation or consolidation to which a Restricted Subsidiary is a party, the Person surviving such merger, dissolution, liquidation or consolidation shall be a Restricted Subsidiary; and (vi) any Foreign Restricted Subsidiary with assets of less than $10,000,000 may be dissolved or liquidated.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04‎6.04; (d) any Investment permitted by Section 6.06 ‎6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiaries.

Fundamental Changes. The Parent No Loan Party will, nor will not, and will not it permit its any of its Subsidiaries to, (i) merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any PersonPerson or (ii) make or agree to make any amendment to its Organizational Documents to the extent that such amendment could reasonably be expected to be materially adverse to the interests of any Agent or Lender, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary Loan Party may merge with a Loan Party, provided, that (i) the Borrower; provided that the Borrower shall must be the continuing or surviving Personentity of any such merger to which it is a party, or (ii) no merger may occur between a Loan Party and a Subsidiary of such Loan Party that is not a Loan Party unless such Loan Party is the surviving entity of any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiarysuch merger, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (yiii) when no merger may occur between Subsidiaries of any Subsidiary Loan Party that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Partyare not Loan Parties; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary Loan Parties and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its their Subsidiaries may make Dispositions permitted by Section 6.04; (dc) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (fd) the Borrower may cause (i) the liquidation or dissolution of non-operating Subsidiaries of the Borrower with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than Borrower) or any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially Wholly-Owned Subsidiaries so long as all of the consolidated assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of the Borrower that is not a Loan Party so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of the Parent and its SubsidiariesBorrower that is not liquidating or dissolving.

Fundamental Changes. The Parent will Top Borrower shall not, and will shall cause each Restricted Subsidiary not permit any of its Subsidiaries to, directly or indirectly, merge, amalgamate, dissolve, liquidate, consolidate with or into another Person, or purchase or otherwise acquire all or substantially all of the stock or assets of any Person (or of any division thereof), or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any PersonPerson (including, in each case, pursuant to a Division), except that, so long as no Default exists or would result therefrom:‌: (a) any Restricted Subsidiary may merge merge, amalgamate or consolidate with (i) the Top Borrower; provided that the Top Borrower shall be the continuing or surviving Person, or (ii) any one or more other Restricted Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary that, if a Guarantor is merging merging, amalgamating or consolidating with another SubsidiaryRestricted Subsidiary that is not a Guarantor, a Wholly-Owned Subsidiary such Guarantor shall be the continuing or surviving Person or such surviving Person shall execute and (y) when any Subsidiary that is deliver a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyGuaranty; (b) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Top Borrower or to another Restricted Subsidiary; provided that (x) that, if the transferor in such a transaction is a Wholly-Owned SubsidiaryGuarantor, then the transferee shall must either be the Parent Top Borrower or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit PartyGuarantor; (c) the Parent and its Subsidiaries Top Borrower or any Restricted Subsidiary may make Dispositions a Disposition to the extent permitted by Section 6.047.05 or an Investment permitted by Section 7.02 (other than Section 7.02(r)); (d) the Top Borrower or any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Restricted Subsidiary may dissolve, liquidate purchase or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute acquire all or substantially all of the consolidated stock or assets of any Person (or of any division thereof), including by way of merger or amalgamation, so long as both before and after giving pro forma effect to any such purchase or acquisition (i) no Event of Default shall then exist and (ii) the Parent and its SubsidiariesTop Borrower would have been in compliance with Section 7.10 on a Pro Forma Basis on the last day of the Test Period most recently ended if such acquisition had been made on such date (regardless of whether any Covenant Facility is then outstanding); and (e) transactions set forth on Schedule 7.04.

Fundamental Changes. (a) The Parent Borrower will not, and will not permit any of its Subsidiaries to, merge, dissolve, liquidate, merge into or consolidate with or into another any other Person, or Dispose permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (whether in one a single transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) to or in favor all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided that if, immediately before and immediately after giving effect thereto, (I) no Default or Event of Default shall have occurred and be continuing or shall result therefrom and (II) the Borrower and each of its Subsidiaries is Solvent, (i) the Borrower and any Subsidiary (other than an Insurance Subsidiary) may merge if the Borrower is the surviving Person, except that(ii) any Subsidiary (other than an Insurance Subsidiary) may merge into another Subsidiary (other than an Insurance Subsidiary), so long as no Default exists or would result therefrom:‌ provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (aiii) any Subsidiary may merge with (i) the Borrower; provided that the Borrower shall be the continuing sell, transfer, lease or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, and (upon voluntary iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or otherwise) dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Parent or Lenders; provided, further, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee merger shall either not be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted unless also permitted by Section 6.04;7.4. (db) The Borrower will not, and will not permit any Investment permitted by Section 6.06 may be structured as a mergerof its Subsidiaries to, consolidation or amalgamation; (e) engage in any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities the business of selling, producing, brokering or underwriting property and casualty, life, health, annuity, and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiariesthereto.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge merge, amalgamate or consolidate with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any WhollyGuarantor is merging, amalgamating or consolidating with another Subsidiary, the continuing or surviving Person shall be the Guarantor or shall become a Guarantor concurrently with such transaction and (y) when any wholly-Owned owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be the wholly-owned Subsidiary or shall become a Credit Partywholly-owned Subsidiary concurrently with such transaction; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is (i) a WhollyGuarantor, then the transferee must be only any of the Borrower, a Guarantor or another Subsidiary that becomes a Guarantor concurrently with such transaction and (ii) a wholly-Owned owned Subsidiary, then the transferee shall must either be the Parent Borrower or another Whollya wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Partyowned Subsidiary; (c) any Subsidiary that is not a Loan Party may liquidate or dissolve or change its legal form if the Parent Borrower determines in good faith that such action is in the interest of the Borrower and its Subsidiaries may make Dispositions permitted by Section 6.04Subsidiaries; (d) any Investment permitted consolidation of the Borrower with or merger of the Borrower into any other Person or Persons (whether or not affiliated with the Borrower), or successive consolidations or mergers to which the Borrower or its successor or successors shall be a party or parties; provided, however, that, the Borrower hereby consents and agrees that, upon any such consolidation or merger, the due and punctual payment of the principal of and interest on all of the Loans and the due and punctual performance and observance of all of the covenants, conditions and other obligations of this Agreement and the Notes to be performed and observed by Section 6.06 may the Borrower, shall be structured expressly assumed in an agreement satisfactory in form and substance to the Administrative Agent and the Lenders, executed and delivered to the Administrative Agent by the Person formed by such consolidation or merger; provided, further, that the Person formed by such consolidation or merger shall be a Person organized and existing under the laws of the United States, any state thereof or the District of Columbia, and provided, further, that immediately before and after giving effect to any such transaction (and treating any Consolidated Funded Indebtedness or Sale and Leaseback Transaction which becomes an obligation of the resulting or surviving Person as a mergerresult of such transaction as having been incurred or entered into by such Person at the time of such transaction), no Default shall exist. Unless the conditions prescribed above in this Section 7.04(d) are satisfied, no such consolidation or amalgamationmerger shall be permitted; (e) the Borrower or any Subsidiary may dissolvemerge with any other Person in order to effect an Investment expressly permitted pursuant to Sections 7.02(e), liquidate or wind up its affairs if it owns no material assets, engages in no business (f) and otherwise has no activities other than activities related to the maintenance of its existence and good standing(g); and (f) with respect to any Subsidiary may Dispose Subsidiary, (i) a merger, dissolution, liquidation, consolidation or Disposition, the purpose of all or substantially all of its assets (upon voluntary liquidation or otherwisewhich is to effect a Disposition expressly permitted pursuant to Section 7.05(c)(i), provided that such assets do not constitute all and (ii) Dispositions made in accordance with the terms of Section 7.05(c)(ii), or substantially all any of the consolidated assets of the Parent and its SubsidiariesSections 7.05(e), (f) or (g).

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its the assets (whether now owned or hereafter acquired) of the Borrower and its Subsidiaries, taken as a whole, to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , provided that (x) when any Wholly-Owned Subsidiary Guarantor is merging with another Subsidiary, the Guarantor or a Wholly-Owned Subsidiary Person who becomes a Guarantor shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyPerson; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned SubsidiaryGuarantor, then the transferee shall must either be the Parent Borrower or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit PartyGuarantor; (c) the Parent any non-Loan Party Subsidiary may merge with any other non-Loan Party Subsidiary and its Subsidiaries any Foreign Subsidiary may make Dispositions permitted by Section 6.04merge with any other Foreign Subsidiary; (d) any Investment Subsidiary may be merged, consolidated with or otherwise disposed of pursuant to a Disposition permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation6.05; (e) any Immaterial Subsidiary may dissolve, liquidate be dissolved or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standingliquidated; and (f) any Subsidiary may Dispose of all merge or substantially all of its assets (upon voluntary liquidation or otherwise), consolidate with any Person pursuant to a Permitted Acquisition; provided that (i) the Person surviving such assets do not constitute all or substantially all merger shall be a wholly-owned Subsidiary of the consolidated assets Borrower and (ii) in the case of any such merger or consolidation involving a Guarantor, the Parent and its SubsidiariesPerson surviving such merger or consolidation shall be or become a Guarantor.

Fundamental Changes. The Parent Company will not, and will not permit any of its Subsidiaries Subsidiary to, merge, dissolve, liquidate, merge into or consolidate with or into another any other Person, or Dispose permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (whether in one a single transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) to or in favor all or substantially all of the stock or other equity interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, that (a) the Blocker Corporations may merge or liquidate into any Obligor, provided that such Obligor is the survivor of such merger, and (b) if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing (1) the Company or any Subsidiary may merge with a Person if the Company (or such Subsidiary if the Company is not a party to such merger) is the surviving Person, except that, so long as no Default exists or would result therefrom:‌ (a2) any Subsidiary may merge with (i) into another Subsidiary or the BorrowerCompany; provided provided, however, that if the Borrower Company is a party to such merger, the Company shall be the continuing or surviving Person, or (ii) provided, further, that if any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary to such merger is merging with another Subsidiaryan Obligor, a Wholly-Owned Subsidiary the Obligor shall be the continuing or surviving Person and Person, (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b3) any Subsidiary may Dispose sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Company or to an Obligor, or (upon voluntary 4) any other Subsidiary may liquidate or dissolve if the Company determines in good faith that such liquidation or otherwise) to dissolution does not have a Material Adverse Effect and such Subsidiary liquidates or dissolves into another Obligor or the Parent or to another SubsidiaryCompany; provided provided, that (x) if the transferor in any such merger involving a transaction Person that is not a Wholly-Owned Subsidiary, then the transferee Subsidiary immediately prior to such merger shall either not be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted unless also permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiaries.paragraph 6G.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party Guarantor is merging with another Subsidiarya Subsidiary that is not a Guarantor, then the continuing or surviving Person shall either be the Guarantor or such other Subsidiary Person shall be a Credit PartyMaterial Subsidiary and such Person (and, if applicable, its Domestic Subsidiaries) shall have complied with the provisions of Section 6.13 (without regard to the time limits otherwise set forth therein) prior to or at the time of consummation of such transaction; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned SubsidiarySubsidiary that is a Guarantor, then either (i) such Disposition must constitute an Investment permitted by Section 7.02(d)(iv) or (ii) the transferee shall either must be the Parent Borrower, another Subsidiary that is a Guarantor, or another Wholly-Owned a Material Subsidiary and such Person (yand, if applicable, its Domestic Subsidiaries) if shall have complied with the transferor in provisions of Section 6.13 (without regard to the time limits otherwise set forth therein) prior to or at the time of consummation of such a transaction is a Credit Party, then the transferee shall be a Credit Party;Disposition; and (c) the Parent Borrower and its Subsidiaries may make Dispositions enter into such mergers, consolidations, amalgamations and similar transactions as are reasonably necessary to consummate a purchase or other acquisition permitted by by, and made in accordance with the terms of, Section 6.04; 7.02(g); provided that if in any such transaction a Guarantor will be merged with or into any other Person, such Person shall be a Material Subsidiary and such Person (dand, if applicable, its Domestic Subsidiaries) any Investment permitted by shall have complied with the provisions of Section 6.06 may be structured as a merger, consolidation or amalgamation; 6.13 (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related without regard to the maintenance time limits otherwise set forth therein) prior to or at the time of its existence and good standing; and (f) any Subsidiary may Dispose consummation of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiariestransaction.

Fundamental Changes. The Parent will notEnter into any merger, and will not permit any of its Subsidiaries toconsolidation or amalgamation, merge, dissolve, or liquidate, consolidate with wind up or into another Persondissolve itself (or suffer any liquidation or dissolution), or Dispose of (whether in one transaction or in a series of transactions) of, all or substantially all of its assets (whether now owned property or hereafter acquired) to or in favor of any Personbusiness, except that, so long as no Default exists or would result therefrom:‌except: (a) that any Restricted Subsidiary of the Borrower may merge with be merged, consolidated or liquidated (i) the Borrower; provided that with or into the Borrower shall be if the Borrower is the continuing or surviving Personcorporation, or (ii) with or into any one or more other Subsidiaries; provided that (x) when any Wholly-Wholly Owned Subsidiary is merging with another Subsidiary, a Wholly-Guarantor if the Wholly Owned Subsidiary shall be Guarantor is the continuing or surviving Person corporation or (iii) subject to Section 8.7(j), with or into any Foreign Subsidiary; and (y) when any Foreign Subsidiary that is a Credit Party is merging may be merged or consolidated with another or into any other Foreign Subsidiary, then such other Subsidiary shall be a Credit Party; (b) that any Restricted Subsidiary of the Borrower may Dispose of any or all of its assets (upon voluntary liquidation, winding up, dissolution or otherwise) as permitted by Section 8.5 (other than Section 8.5(c)), or to the Borrower or any Wholly Owned Subsidiary Guarantor or, subject to Section 8.7(j), any Foreign Subsidiary; and any Foreign Subsidiary may Dispose of all any or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another any other Foreign Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) any Restricted Subsidiary may merge into or consolidate with any Person in order to consummate a Disposition made in compliance with Section 8.5 (other than Section 8.5(c)) in which the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04surviving entity is not a Subsidiary; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Restricted Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect; provided, further, that, if it owns the other party is not a Loan Party, no material assets, engages in no business and otherwise has no activities other than activities related Default exists after giving effect to the maintenance of its existence and good standingsuch transaction; and (fe) pursuant to any merger between the Borrower or a Subsidiary Guarantor and any other Person; provided, that the Borrower or such Subsidiary Guarantor, as the case may Dispose be, is the surviving entity of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that any such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiariesmerger.

Fundamental Changes. (a) Holdings and the Issuer will not, and will not permit any of their respective Subsidiaries to, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided that if, at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (i) the Issuer or any Subsidiary may merge with a Person if the Issuer (or such Subsidiary if the Issuer is not a party to such merger) is the surviving Person; provided that a Subsidiary Note Party shall be the surviving Person in a merger between a Subsidiary Note Party and a Subsidiary that is not a Subsidiary Note Party, (ii) any Subsidiary may merge into another Subsidiary, provided that if any party to such merger is a Subsidiary Note Party, the Subsidiary Note Party shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease, dissolve into or otherwise dispose of all or substantially all of its assets to the Issuer or to a Subsidiary Note Party and (iv) any Subsidiary (other than a Subsidiary Note Party) may liquidate or dissolve if the Issuer determines in good faith that such liquidation or dissolution is in the best interests of the Issuer and is not materially disadvantageous to the Noteholders; provided, further, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.4. (b) The Parent Issuer will not, and will not permit any of its Subsidiaries to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose engage in any business other than businesses of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌ (a) any Subsidiary may merge with (i) the Borrower; provided that type conducted by the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent Issuer and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation on the Closing Date and businesses reasonably related or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business ancillary thereto and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiariesreasonable extensions thereof.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any PersonPerson (any such event being a "Fundamental Change"), except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge or consolidate with or into (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , provided that (x) when any Whollywholly-Owned owned Subsidiary is merging with another Subsidiary, a Whollythe wholly-Owned owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyPerson; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Whollywholly-Owned owned Subsidiary, then the transferee shall must either be the Parent Borrower or another Whollya wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Partyowned Subsidiary; (c) the Parent and its Subsidiaries Borrower or any Subsidiary may make Dispositions merge with any Person in a transaction that would be an acquisition that is permitted by Section 6.04;under this Agreement; provided that (i) if the Borrower is a party to such merger, it shall be the continuing or surviving Person, or (ii) if any Subsidiary is a party to such merger, such Subsidiary shall be the continuing or surviving Person; and (d) any Investment Fundamental Changes not otherwise permitted by under this Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise)7.04, provided that such assets do the aggregate book value thereof shall not constitute all or substantially all of exceed in the consolidated assets of the Parent and its Subsidiariesaggregate $100,000,000.

Fundamental Changes. The Parent (a) Holdings will not, and will not permit any of its Subsidiaries Restricted Subsidiary to, merge, dissolve, liquidate, merge into or consolidate with or into another any other Person, or Dispose permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (whether in one a single transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired and including, in each case, pursuant to a Delaware LLC Division) or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired) to or in favor of any Personliquidate or dissolve; provided, except that, so long as no Default exists or would result therefrom:‌ (a) any Subsidiary may merge with that (i) any Inactive Subsidiary may (A) liquidate into its immediate parent company or dissolve, (B) merge into any other Inactive Subsidiary or (C) merge into the BorrowerSponsor or any other Restricted Subsidiary that is a Credit Party; provided that the Borrower shall be the continuing Sponsor or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any such Restricted Subsidiary that is a Credit Party is merging the survivor of such merger, and (ii) if at the time thereof and immediately after giving effect thereto, no Credit Event shall have occurred and be continuing (A) the Sponsor or any Restricted Subsidiary may merge with another a Person (other than Holdings); provided, that (x) if the Sponsor is a party to such merger, the Sponsor shall be the surviving Person and (y) if the Sponsor is not a party to such merger, such Restricted Subsidiary or, in connection with a Permitted Acquisition, such Person if upon such merger such Person becomes a Restricted Subsidiary, then is the surviving Person, (B) any Restricted Subsidiary may merge into another Restricted Subsidiary or the Sponsor; provided, however, that if the Sponsor is a party to such other Subsidiary merger, the Sponsor shall be the surviving Person; provided, further, that if any Restricted Subsidiary to such merger is a Credit Party; Guarantor, the Guarantor shall be the surviving Person, (bC) any Restricted Subsidiary may Dispose sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Sponsor or to a Guarantor, and (upon voluntary D) any other Restricted Subsidiary may liquidate or dissolve if the Sponsor determines in good faith that such liquidation or otherwise) dissolution is in the best interests of the Sponsor, is not materially disadvantageous to the Parent Participants, and such Restricted Subsidiary dissolves into another Guarantor or the Sponsor; provided, that any such merger involving a Person that is not a wholly-owned Restricted Subsidiary immediately prior to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee merger shall either not be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted unless also permitted by Section 6.04;8.4. (db) Holdings will not, and will not permit any of its Restricted Subsidiaries to, engage in any business other than (i) substantially the same business as presently conducted or such other businesses that are reasonably related thereto, including but not limited to the business of leasing and selling furniture, consumer electronics, computers, appliances and other household goods and accessories inside and outside of the United States of America, through both independently-owned and franchised stores, providing lease-purchase solutions, credit and other financing solutions to customers for the purchase and lease of such products, the manufacture and supply of furniture and bedding for lease and sale in such stores, and the provision of virtual rent-to-own programs inside and outside of the United States of America (including but not limited to point-of-sale lease purchase programs), (ii) any Investment permitted other businesses which are ancillary or complementary to, or reasonable extensions or expansions of, the business of Holdings, the Sponsor and its Restricted Subsidiaries as conducted as of the Effective Date, as reasonably determined in good faith by Section 6.06 may be structured as a merger, consolidation or amalgamation; the Sponsor and (eiii) any Subsidiary may dissolvebusinesses that are materially different from the business of Holdings, liquidate or wind up the Sponsor and its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to Restricted Subsidiaries as conducted as of the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), Effective Date provided that any Investments made, funds expended or financial support provided by Holdings, the Sponsor and/or its Restricted Subsidiaries in connection with such assets do alternative lines of business shall not constitute all or substantially all of exceed $25,000,000 in the consolidated assets of the Parent and its Subsidiariesaggregate at any time outstanding.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, take any action for its registration by way of continuation under the laws of a jurisdiction outside of its Original Jurisdiction or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Event of Default exists or would result therefrom:‌therefrom: (a) any Subsidiary (other than the Borrower) may merge with (i) the Borrower; provided that that, the Borrower shall be the continuing or surviving Person and (ii) any Subsidiary (other than the Borrower); provided that, (A) when any Restricted Subsidiary is merging with another Subsidiary, a Restricted Subsidiary shall be the continuing or surviving Person, (B) when any Guarantor is merging with another Subsidiary, the continuing or surviving Person shall be a Guarantor and (C) if as a result thereof, either the Parent Guarantor or the Borrower owns, directly or indirectly, less of such Subsidiary’s equity interests than it did prior to the merger, such merger shall also constitute a Disposition subject to Section 6.05 (and must be permitted by any clause thereof other than Section 6.05(g)); (b) a merger, dissolution, liquidation, consolidation or Disposition (i) of any Immaterial Subsidiary or (ii) the purpose of which is to effect a Disposition permitted pursuant to Section 6.05 (other than Section 6.05(g)) (c) the Parent Guarantor, the Borrower or any Restricted Subsidiary may consummate any Permitted Acquisition or any other Investment permitted by Section 6.02; provided that, (i) in any such transaction involving the Borrower, the Borrower shall be the continuing or surviving Person, or ; (ii) in any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiarysuch transaction involving the Parent Guarantor, a Wholly-Owned Subsidiary the Parent Guarantor shall be the continuing or surviving Person person; and (yiii) when in any Subsidiary that is such transaction involving a Credit Party is merging with another SubsidiaryGuarantor, then such other Subsidiary the continuing or surviving Person shall be a Credit PartyGuarantor; (bd) any Restricted Subsidiary (other than the Borrower) may Dispose of all or substantially all of its assets (upon voluntary liquidation liquidation, dissolution or otherwise) (i) to the Parent Borrower or to another a Guarantor; or (ii) if the transferor is not a Guarantor, to any other Restricted Subsidiary; provided in each case that (xA) if the transferor in such a transaction is a Whollywholly-Owned owned Restricted Subsidiary, then the transferee shall must either be the Parent Borrower or another Whollya wholly-Owned owned Restricted Subsidiary and (yB) if to the transferor in such a transaction is a Credit Party, then extent that the transferee is not the Borrower or a wholly-owned Restricted Subsidiary (based on the percentage of such transferee which is not owned directly or indirectly by the Borrower), the Disposition shall constitute a Disposition subject to Section 6.05 and shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted under this Section 6.04 so long as it is permitted by any clause of Section 6.04; (d) any Investment permitted by 6.05 other than Section 6.06 may be structured as a merger, consolidation or amalgamation;6.05(g); and (e) any Subsidiary (other than the Borrower) may dissolve, liquidate or wind up its affairs dissolve or change in legal form if it owns no material assets, engages the Borrower determines in no business good faith that such liquidation or dissolution or change in legal form is in the best interests of the Borrower and otherwise has no activities other than activities related is not materially disadvantageous to the maintenance Lenders (it being understood that in the case of its existence any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor). Notwithstanding anything to the contrary herein, the Parent Guarantor and good standing; and the Borrower will not, and will not permit any Restricted Subsidiary to, sell, lease, convey, assign, transfer or otherwise dispose (fincluding pursuant to an exclusive license) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided intellectual property that such assets do not constitute all or substantially all is material to the operation of the consolidated assets business of the Parent Guarantor, the Borrower and its the Restricted Subsidiaries, taken as a whole, to any Affiliate of the Borrower who is not a Loan Party (including any Unrestricted Subsidiary), other than (in each case, to the extent otherwise permitted pursuant to this Section 6.04) (x) licenses, sublicenses or cross-licenses of intellectual property in the ordinary course of business and which do not materially interfere with the business of the Parent Guarantor, the Borrower and the Restricted Subsidiaries, taken as a whole and (y) any such disposition from a Restricted Subsidiary that is not a Loan Party to a Restricted Subsidiary that is not a Loan Party.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, merge, dissolve, liquidateMerge, consolidate with or into another Personinto, or convey, transfer, lease or otherwise Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default or Event of Default exists or would result therefrom:‌therefrom and subject to Section 7.20: (a) any Subsidiary may merge with or transfer substantially all its assets (iupon voluntary liquidation or otherwise) to any Guarantor, provided that, if a merger, the Borrower; provided that the Borrower applicable Guarantor shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; and provided further that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, if a Wholly-Owned Subsidiary shall be transfer of assets in the continuing or surviving Person and (y) when any form of a sale by a Subsidiary that is not a Credit Party is merging with another SubsidiaryGuarantor, then such other Subsidiary the sale shall be a Credit Partyat fair market value and the aggregate amount of all such sales shall not exceed $10,000,000; (b) any Subsidiary may Dispose of all or substantially all of whose assets consist of Subsidiary Securities or other Equity Securities in any Person may merge with or transfer substantially all its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; Borrower, provided that (x) that, if a merger, the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee Borrower shall either be the Parent continuing or another Wholly-Owned surviving Person, and provided further that if a transfer of assets in the form of a sale by a Subsidiary and (y) if that is not a Guarantor, the transferor in such a transaction is a Credit Party, then the transferee sale shall be a Credit Partyat fair market value and the aggregate amount of all such sales shall not exceed $10,000,000; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary that is not a Guarantor may dissolve, liquidate merge with or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or sell substantially all of its assets (upon voluntary liquidation or otherwise)) to any one or more Subsidiaries that is not a Guarantor; and (d) any Subsidiary may, upon not less than fifteen (15) days prior written notice to the Administrative Agent, be reincorporated in another jurisdiction or reorganized as a limited liability company, provided that the Borrower shall, and shall cause the applicable Subsidiary to (i) provide appropriate supplements to the information furnished with respect to such assets do not constitute all Subsidiary and otherwise comply with the requirements of Section 2A.03, and (ii) provide such further agreements, documents and assurances, and take such other action, as may be reasonably requested by the Administrative Agent to perfect or substantially all maintain the perfection and priority (and receive assurances thereof) of the consolidated assets Lien of the Parent and its SubsidiariesAdministrative Agent in the Collateral; provided, however, no Domestic Subsidiary may reincorporate to a jurisdiction that would render it not a Domestic Subsidiary.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party Guarantor is merging with another Subsidiarya Subsidiary that is not a Guarantor, then the continuing or surviving Person shall either be the Guarantor (other than a Specified Loan Party) or such other Subsidiary Person shall be a Credit PartySubsidiary that is not an Exempt Entity and such Person (and, if applicable, its Subsidiaries) shall have complied with the provisions of Section 6.13 (without regard to the time limits otherwise set forth therein) prior to or at the time of consummation of such transaction; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned SubsidiarySubsidiary that is a Guarantor, then the transferee shall either must be the Parent or Borrower, another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction that is a Credit Guarantor (other than a Specified Loan Party), then or a Subsidiary that is not an Exempt Entity and such Person (and, if applicable, its Subsidiaries) shall have immediately complied with the transferee shall be a Credit Partyprovisions of Section 6.13 (without regard to the time limits otherwise set forth therein) prior to or at the time of consummation of such Disposition; (c) the Parent Borrower and Subsidiaries may enter into such mergers, consolidations, amalgamations and similar transactions as are reasonably necessary to consummate a purchase or other acquisition permitted by, and made in accordance with the terms of, Section 7.02(g); provided that if in any such transaction a Guarantor will be merged with or into any other Person, such Person shall be a Subsidiary that is not an Exempt Entity and such Person (and, if applicable, its Subsidiaries) shall have immediately complied with the provisions of Section 6.13 (without regard to the time limits otherwise set forth therein) prior to or at the time of consummation of such transaction; and (d) the Borrower and Subsidiaries may make Dispositions permitted by Section 6.04; 7.05 (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwiseSection 7.05(e), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiaries).

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, (or Dispose agree to do any of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Personthe foregoing), except that, so long as no Default exists or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom:‌therefrom: (a) any Subsidiary which is not an Obligor may merge with (i) the Borrower; an Obligor, provided that the Borrower Obligor shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; Subsidiaries which are not Obligors, provided that (x) when any Whollywholly-Owned owned Subsidiary is merging with another Subsidiary, a Whollywholly-Owned owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyPerson; (b) any Subsidiary which is an Obligor may Dispose of all merge into any Subsidiary which is an Obligor or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; into a Borrower, provided that (x) if the transferor in any merger involving a Borrower, such a transaction is a Wholly-Owned Subsidiary, then the transferee Borrower shall either be the Parent continuing or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Partysurviving Person; (c) in connection with a Permitted Acquisition, any Subsidiary of an Obligor may merge with or into or consolidate with any other Person or permit any other Person to merge with or into or consolidate with it; provided that (i) the Parent Person surviving such merger shall be a wholly-owned Subsidiary of an Obligor and its Subsidiaries may make Dispositions permitted by Section 6.04;(ii) in the case of any such merger to which any Obligor is a party, such Obligor is the surviving Person; and (d) any Investment permitted by Section 6.06 Foreign Subsidiary that is not an Obligor may be structured as a merger, consolidation or amalgamation; (e) merge into any Foreign Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do is not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiariesan Obligor.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into into, another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the a Borrower; , provided that the a Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , provided that (x) when any Whollywholly-Owned owned Subsidiary is merging with another Subsidiary, a Whollythe wholly-Owned owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary Person, and, provided further that is if a Credit Party Guarantor is merging with another Subsidiary, then such other Subsidiary the Guarantor shall be a Credit Partythe continuing or surviving Person; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), to a Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a wholly-owned Subsidiary, then the transferee must also be a wholly-owned Subsidiary, and, provided further that if the transferor of such assets do is a Guarantor, the transferee thereof must either be a Borrower or a Guarantor; and (c) a Borrower may acquire another Person or merge or consolidate with or into, another Person, provided (i) Borrower is the surviving entity, (ii) the net cost to Borrower (including cash and non-cash consideration in connection with any such acquisition) does not constitute exceed Ten Million Dollars ($10,000,000) in a single transaction and the aggregate of such transactions in any fiscal year does not exceed Twenty Five Million Dollars ($25,000,000), (iii) Borrower shall have furnished financial projections in form and content reasonably acceptable to Agent which give effect to such acquisition and which project that such acquisition would not cause a Default or Event of Default, (iv) all legal matters incident to the acquisition shall be acceptable to Agent in its reasonable discretion, and (v) Agent shall have been given no less than thirty (30) days prior written notice of any proposed acquisition and shall have been provided with all information which it may have reasonably requested in connection with such proposed acquisition. In addition to the foregoing, for any acquisition which would have a net cost to Borrower (including cash and non-cash consideration in connection with any such acquisition) exceeding Five Million Dollars ($5,000,000) in a single transaction, Borrower shall have furnished financial projections in form and content reasonably acceptable to Agent which give effect to such acquisition and which project that such acquisition would not cause a Default or substantially Event of Default and Agent shall have been given no less than thirty (30) days prior written notice of any proposed acquisition and shall have been provided with all of the consolidated assets of the Parent and its Subsidiariesinformation which it may have reasonably requested in connection with such proposed acquisition.

Fundamental Changes. (a) Except as permitted in Section 6.19, the Sponsor will not, and will not permit any Subsidiary to, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, however, that if at the time thereof and immediately after giving effect thereto, no Unmatured Credit Event or Credit Event shall have occurred and be continuing (i) the Sponsor or any Subsidiary may merge with a Person if the Sponsor (or such Subsidiary if the Sponsor is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into another Subsidiary; provided, however, that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Sponsor or to a Subsidiary Loan Party and (iv) any Subsidiary (may liquidate or dissolve into a Subsidiary Loan Party) or into the Sponsor if the Sponsor determines in good faith that such liquidation or dissolution is in the best interests of the Sponsor and is not materially disadvantageous to the Participants; provided, however, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.19. (b) The Parent Sponsor will not, and will not permit any of its Subsidiaries to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose engage in any business other than businesses of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌ (a) any Subsidiary may merge with (i) the Borrower; provided that type conducted by the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent Sponsor and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business on the date hereof and otherwise has no activities other than activities businesses reasonably related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiariesthereto.

Fundamental Changes. The Parent (a) Each of the Company and the Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge, dissolve, liquidate, merge into or consolidate with or into another any other Person, or Dispose permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) to ), or in favor of any Personliquidate or dissolve, except that, so long as if at the time thereof and immediately after giving effect thereto no Default exists shall have occurred and be continuing (i) any Person may merge into the Company or would result therefrom:‌ the Borrower in a transaction in which the Company or the Borrower, as applicable, is the surviving corporation, (aii) any Person may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary; provided that if one of the parties to such merger is a Subsidiary Guarantor or a Qualified Subsidiary, the Subsidiary Guarantor or Qualified Subsidiary shall be the surviving entity, (iii) any Subsidiary may merge with (i) the Borrower; provided that the Borrower shall be the continuing sell, transfer, lease or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all otherwise dispose of its assets (upon voluntary liquidation or otherwiseA) to the Parent Borrower or to another Subsidiary; provided that (x) if one of the transferor in parties to such a transaction is a Wholly-Owned Subsidiary Guarantor or a Qualified Subsidiary, then either (1) the Subsidiary Guarantor or Qualified Subsidiary shall be the transferee shall either be or (2) the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; 10.9 or (dB) any Investment in a transaction permitted by Section 6.06 10.9, (iv) the Borrower may be structured as sell the Equity Interests in a mergerSubsidiary in a transaction permitted by Section 10.9, consolidation or amalgamation; and (ev) any Subsidiary which is not a Subsidiary Guarantor or a Qualified Subsidiary may dissolve, liquidate or wind up dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower. (b) Each of the Company and the Borrower will not, and will not permit any of its affairs if it owns no Subsidiaries to, engage to any material assets, engages extent in no any business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all businesses of the consolidated assets type conducted by the Company, the Borrower and their Subsidiaries, taken as a whole, on the date of the Parent execution of this Agreement and its Subsidiariesbusinesses reasonably related thereto.

Fundamental Changes. The Parent ▇▇▇▇▇▇▇▇▇ will not, and will not cause or permit any of its Subsidiaries to, merge, dissolve, liquidate, consolidate with or into another Personinto, or Dispose convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default or Event of Default exists or would result therefrom:‌therefrom: (a) any Subsidiary of a Borrower may merge or consolidate with (i) the Borrower; such Borrower or ▇▇▇▇▇▇▇▇▇, provided that such Borrower shall be the Borrower continuing or surviving Person, or in the case of a merger or consolidation involving ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ shall be the continuing or surviving Person, or (ii) any one or more Subsidiaries (other Subsidiariesthan a Borrower) of such Borrower; provided that (x) when any Wholly-Owned Subsidiary is merging or consolidating with another Subsidiary, a the Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyPerson; (b) any Subsidiary of a Borrower may Dispose of all convey, transfer, lease or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), to such Borrower or ▇▇▇▇▇▇▇▇▇ or to another Subsidiary (other than a Borrower) of such Borrower; provided that if the transferor in such assets do a transaction is a Wholly–Owned Subsidiary, then the transferee must also be a Wholly–Owned Subsidiary; (c) any Person may merge or consolidate with ▇▇▇▇▇▇▇▇▇ or any of its Subsidiaries in connection with an Investment pursuant to Section 7.03(g); provided that a Subsidiary of ▇▇▇▇▇▇▇▇▇ shall be the continuing or surviving Person, or in the case of a merger or consolidation involving ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ shall be the continuing or surviving Person; and (d) any Subsidiary of ▇▇▇▇▇▇▇▇▇ may dissolve or liquidate at any time if ▇▇▇▇▇▇▇▇▇ determines in good faith that such dissolution or liquidation is not constitute all or substantially all materially disadvantageous to the Lenders and so long as the relevant Person complies with the provisions of the consolidated assets of the Parent and its SubsidiariesSection 7.04(b).

Fundamental Changes. The Parent will not, and will not permit Neither the Borrower nor any of its Restricted Subsidiaries to, shall merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of related transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌: (a) any Restricted Subsidiary may merge or consolidate with (i) the BorrowerBorrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided provided, that the Borrower shall be the continuing or surviving Person, ; or (ii) any one or more other Restricted Subsidiaries; provided provided, that (x) when any Wholly-Owned Subsidiary Person that is a Loan Party is merging with another Subsidiarya Restricted Subsidiary under this clause (a)(ii), a Wholly-Owned Subsidiary Loan Party shall be the continuing or surviving Person and Person; (yi) when any Subsidiary that is not a Credit Loan Party is merging may merge or consolidate with another Subsidiary, then such or into any other Subsidiary shall be that is not a Credit Loan Party; and (ii) any Subsidiary may liquidate or dissolve into its parent if the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries as a whole and is not materially disadvantageous to the Lenders; (bc) the Borrower or any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another any Restricted Subsidiary; provided provided, that (x) if the transferor in such a transaction is the Borrower or a Wholly-Owned SubsidiaryGuarantor, then the transferee shall either must be the Parent or another Wholly-Owned Subsidiary and (y) if Borrower a Guarantor and; provided, further, that at the transferor in Borrower shall remain after such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04;transaction; and (d) so long as no Default exists or would result therefrom, the Borrower may merge or consolidate with any Investment permitted other Person that is not a Restricted Subsidiary; provided, that (i) the Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by Section 6.06 may or surviving any such merger or consolidation (any such Person, the “Successor Company”) is not the Borrower, (A) the Successor Company shall be structured an entity organized or existing under the laws of the United States, any state or commonwealth thereof, the District of Columbia or any territory thereof, (B) the Successor Company shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Documents to which the Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) in the case of a Successor Company for the Borrower, each Guarantor, unless it is the other party to such merger or consolidation, shall have confirmed that its Guarantee of the Guaranteed Obligations and its pledges and other obligations under the Collateral Documents to which it is a party shall apply to the Successor Company’s obligations under the Loan Documents, including, to the extent reasonably requested by the Administrative Agent, by executing amendments or supplements to the Security Agreement, any Mortgage and any other Collateral Documents to which such Guarantor is a party, and (D) the Borrower shall have delivered to the Administrative Agent (i) an officer’s certificate stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement and (ii) such other certificates and other documentation as a mergerreasonably requested by the Administrative Agent; provided, consolidation or amalgamationfurther, that if the foregoing are satisfied, the Successor Company will succeed to, and be substituted for, the Borrower under this Agreement; (e) so long as no Default exists or would result therefrom, a Guarantor may merge or consolidate with any other Person that is not a Restricted Subsidiary; provided, that (i) such Guarantor shall be the continuing or surviving corporation or (ii) if the Successor Company is not such Guarantor, (A) the Successor Company shall be an entity organized or existing under the laws of the United States, any state or commonwealth thereof, the District of Columbia or any territory thereof, (B) the Successor Company shall expressly assume all the obligations of such Guarantor under this Agreement and the other Loan Documents to which such Guarantor is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, and (C) such Guarantor shall have delivered to the Administrative Agent an officer’s certificate stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Company will succeed to, and be substituted for, such Guarantor under this Agreement; (f) so long as no Default exists or would result therefrom, the Borrower or any Restricted Subsidiary may dissolve, liquidate merge or wind up its affairs if it owns no material assets, engages consolidate with any other Person in no business and otherwise has no activities other than activities related order to the maintenance of its existence and good standingeffect an Investment permitted pursuant to Section 7.06; and (fg) so long as no Default exists or would result therefrom, the Borrower or any Restricted Subsidiary may Dispose consummate a merger, dissolution, liquidation, consolidation or Disposition, the purpose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiarieswhich is to effect a Disposition permitted pursuant to Section 7.04.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge merge, amalgamate or consolidate with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , provided that (x) when any WhollyGuarantor is merging, amalgamating or consolidating with another Subsidiary, the continuing or surviving Person shall be the Guarantor or shall become a Guarantor concurrently with such transaction and (y) when any wholly-Owned owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be the wholly-owned Subsidiary or shall become a Credit Partywholly-owned Subsidiary concurrently with such transaction; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is (i) a WhollyGuarantor, then the transferee must be only any of the Borrower, a Guarantor or another Subsidiary that becomes a Guarantor concurrently with such transaction and (ii) a wholly-Owned owned Subsidiary, then the transferee shall must either be the Parent Borrower or another Whollya wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Partyowned Subsidiary; (c) any Subsidiary that is not a Loan Party may liquidate or dissolve or change its legal form if the Parent Borrower determines in good faith that such action is in the interest of the Borrower and its Subsidiaries may make Dispositions permitted by Section 6.04Subsidiaries; (d) any Investment permitted consolidation of the Borrower with or merger of the Borrower into any other Person or Persons (whether or not affiliated with the Borrower), or successive consolidations or mergers to which the Borrower or its successor or successors shall be a party or parties, provided, however, that, the Borrower hereby consents and agrees that, upon any such consolidation or merger, the due and punctual payment of the principal of and interest on all of the Loans and the due and punctual performance and observance of all of the covenants, conditions and other obligations of this Agreement and the Notes to be performed and observed by Section 6.06 may the Borrower, shall be structured expressly assumed in an agreement satisfactory in form and substance to the Administrative Agent and the Lenders, executed and delivered to the Administrative Agent by the Person formed by such consolidation or merger, provided, further, that the Person formed by such consolidation or merger shall be a Person organized and existing under the laws of the United States, any state thereof or the District of Columbia, and provided, further, that immediately before and after giving effect to any such transaction (and treating any Consolidated Funded Indebtedness or Sale and Leaseback Transaction which becomes an obligation of the resulting or surviving Person as a mergerresult of such transaction as having been incurred or entered into by such Person at the time of such transaction), no Default shall exist. Unless the conditions prescribed above in this Section 7.04(d) are satisfied, no such consolidation or amalgamationmerger shall be permitted; (e) the Borrower or any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages merge with any other Person in no business order to effect an Investment expressly permitted pursuant to Sections 7.02(f) and otherwise has no activities other than activities related to the maintenance of its existence and good standing(g); and (f) with respect to any Subsidiary may Dispose Subsidiary, (i) a merger, dissolution, liquidation, consolidation or Disposition, the purpose of all or substantially all of its assets (upon voluntary liquidation or otherwisewhich is to effect a Disposition expressly permitted pursuant to Section 7.05(c)(i), provided that such assets do not constitute all and (ii) Dispositions made in accordance with the terms of Section 7.05(c)(ii), or substantially all any of the consolidated assets of the Parent and its SubsidiariesSections 7.05(e), (f) or (g).

Fundamental Changes. (a) Except as permitted in Section 7.5, the Borrower will not, and will not permit any Subsidiary to, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, however, that if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into another Subsidiary; provided, however, that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or CHAR1\935816v6 otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party and (iv) any Subsidiary may liquidate or dissolve into a Subsidiary Loan Party or into the Borrower if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, however, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.3. (b) The Parent Borrower will not, and will not permit any of its Subsidiaries to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose engage in any business other than businesses of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌ (a) any Subsidiary may merge with (i) the Borrower; provided that type conducted by the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business on the date hereof and otherwise has no activities other than activities businesses reasonably related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiariesthereto.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌: (a) any Subsidiary may merge merge, dissolve, liquidate or consolidate with or into (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Whollywholly-Owned owned Subsidiary, then the transferee shall must either be the Parent Borrower or another Whollya wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Partyowned Subsidiary; (c) any Subsidiary may merge with any Person (other than the Parent and its Subsidiaries may make Dispositions Borrower or a Subsidiary) in a transaction permitted by Section 6.047.02(d); provided that (i) the Subsidiary shall be the continuing or surviving Person and (ii) immediately before and after such merger there shall not exist any Default or Event of Default; (d) the Borrower and any Investment Subsidiary may liquidate or dissolve (i) Immaterial Subsidiaries and (ii) Persons whose assets are sold in a Disposition permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation7.04; (e) the Borrower and any Subsidiary may dissolve, liquidate conduct any such transactions which may be necessary or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities advisable to complete the Separation Transactions; (f) the Borrower may merge with any Person (other than activities related to a Subsidiary) in a transaction permitted by Section 7.02(d); provided that (i) the maintenance Borrower shall be the continuing or surviving Person and (ii) immediately before and after such merger there shall not exist any Default or Event of its existence and good standingDefault; and (fg) the Borrower and any Subsidiary may Dispose make dispositions of all or substantially all of its the assets (upon voluntary liquidation or otherwise), provided of a Subsidiary that such assets do not constitute all or substantially all of the consolidated assets of the Parent Borrower and its SubsidiariesSubsidiaries taken as a whole in a transaction permitted by Section 7.04.

Fundamental Changes. The Parent Borrower will not, and nor will not it permit any of its Subsidiaries Subsidiary to, merge, dissolve, liquidate, recapitalize (including by way of an LLC Division), consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyPerson; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent Borrower or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit PartySubsidiary; (c) the Parent Borrower and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation;; and (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiaries.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, amalgamate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Restricted Subsidiary may merge with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, Person or (ii) any one or more other Restricted Subsidiaries; , provided that (x) when any Whollywholly-Owned owned Restricted Subsidiary is merging with another Restricted Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person shall be a wholly-owned Restricted Subsidiary and (y) provided further that when any Subsidiary that is a Credit Party Guarantor is merging with another Restricted Subsidiary, then such other Subsidiary the continuing or surviving Person shall be a Credit PartyGuarantor; (b) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another SubsidiaryRestricted Subsidiary (and thereafter dissolve, liquidate or wind-up its affairs); provided that (x) if the transferor in such a transaction is a Whollywholly-Owned owned Restricted Subsidiary, then the transferee shall must either be the Parent Borrower or another Whollya wholly-Owned Subsidiary owned Restricted Subsidiary; and (y) provided further that if the transferor in such a transaction is a Credit PartyGuarantor, then the transferee shall must either be the Borrower or a Credit PartyGuarantor; (c) the Parent and its Subsidiaries may make Dispositions any Disposition of a Restricted Subsidiary expressly permitted by Section 6.04;7.05 may be structured as a merger, consolidation or amalgamation to which such Restricted Subsidiary is a party and as a result of which such Restricted Subsidiary ceases to be a Restricted Subsidiary; and (d) any Investment expressly permitted by Section 6.06 7.02 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve; provided that if the Borrower is a party thereto, liquidate the Borrower shall be the continuing or wind up its affairs if it owns no material assets, engages in no business surviving Person; and otherwise has no activities other than activities related provided further that the continuing or surviving Person shall be the Borrower or a Guarantor to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiariesextent required by Section 6.12.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, amalgamate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Restricted Subsidiary may merge with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, Person or (ii) any one or more other Restricted Subsidiaries; provided that (x) when any Whollywholly-Owned owned Restricted Subsidiary is merging with another Restricted Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) shall be a wholly-owned Restricted Subsidiary; provided, further, that when any Subsidiary that is a Credit Party Guarantor is merging with another Restricted Subsidiary, then such other Subsidiary the continuing or surviving Person shall be a Credit PartyGuarantor; (b) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another SubsidiaryRestricted Subsidiary (and thereafter dissolve, liquidate or wind-up its affairs); provided that (x) if the transferor in such a transaction is a Whollywholly-Owned owned Restricted Subsidiary, then the transferee shall must either be the Parent Borrower or another Whollya wholly-Owned Subsidiary and (y) owned Restricted Subsidiary; provided, further, that if the transferor in such a transaction is a Credit PartyGuarantor, then the transferee shall must either be the Borrower or a Credit PartyGuarantor; (c) the Parent and its Subsidiaries may make Dispositions any Disposition of a Restricted Subsidiary expressly permitted by Section 6.04;7.05 may be structured as a merger, consolidation or amalgamation to which such Restricted Subsidiary is a party and as a result of which such Restricted Subsidiary ceases to be a Restricted Subsidiary; and (d) any Investment expressly permitted by Section 6.06 7.02 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve; provided that if the Borrower is a party thereto, liquidate the Borrower shall be the continuing or wind up its affairs if it owns no material assetssurviving Person; provided, engages in no business and otherwise has no activities other than activities related further, that the continuing or surviving Person shall be the Borrower or a Guarantor to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiariesextent required by Section 6.12.

Fundamental Changes. The Parent will not, and will not permit Neither the Borrower nor any of its the Subsidiaries to, shall merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌: (a) any Subsidiary may merge merge, amalgamate or consolidate with (i) the BorrowerBorrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided that the Borrower shall be the continuing or surviving PersonPerson and such merger does not result in the Borrower ceasing to be a corporation, partnership or limited liability company organized under the Laws of the United States, any state thereof or the District of Columbia or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary Person that is a Loan Party is merging with another a Subsidiary, a Wholly-Owned Subsidiary Loan Party shall be the continuing or surviving Person Person; (i) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary may liquidate or dissolve or the Borrower or any Subsidiary may change its legal form (x) if the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries and if not materially disadvantageous to the Lenders and (y) when to the extent such Subsidiary is a Loan Party, any assets or business not otherwise disposed of or transferred in accordance with Sections 7.02 (other than 7.02(e)) or 7.05 or, in the case of any such business, discontinued, shall be transferred to otherwise owned or conducted by another Loan Party after giving effect to such liquidation or dissolution (it being understood that in the case of any change in legal form, a Subsidiary that is a Credit Party Guarantor will remain a Guarantor unless such Guarantor is merging with another Subsidiary, then such other Subsidiary shall be otherwise permitted to cease being a Credit PartyGuarantor hereunder); (bc) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned SubsidiaryGuarantor, then (i) the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall must be a Credit Party; Guarantor or the Borrower or (cii) to the Parent extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Subsidiary that is not a Loan Party in accordance with Sections 7.02 and its Subsidiaries may make Dispositions permitted by Section 6.04;7.03, respectively; and (d) so long as no Default exists or would result therefrom, the Borrower may merge or consolidate with any Investment permitted other Person; provided that (i) the Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by Section 6.06 may or surviving any such merger or consolidation is not the Borrower (any such Person, the “Successor Company”), (A) the Successor Company shall be structured as an entity organized or existing under the Laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Company shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Documents to which the Borrower is a mergerparty pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have confirmed that its Guaranty shall apply to the Successor Company’s obligations under the Loan Documents, (D) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Agreement and other applicable Collateral Documents confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under the Loan Documents, and (E) the Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or amalgamation;any Collateral Document preserves the enforceability of this Agreement, the Guaranty and the Collateral Documents and the perfection of the Liens under the Collateral Documents; provided, further, that if the foregoing are satisfied, the Successor Company will succeed to, and be substituted for, the Borrower under this Agreement; and (e) so long as no Default exists or would result therefrom (in the case of a merger involving a Loan Party), any Subsidiary may dissolvemerge or consolidate with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided that the continuing or surviving Person shall be a Subsidiary or the Borrower, liquidate or wind up which together with each of its affairs if it owns no material assetsSubsidiaries, engages in no business and otherwise has no activities other than activities related shall have complied with the requirements of Section 6.11 to the maintenance of its existence extent required pursuant to the Collateral and good standingGuarantee Requirement; and (f) any Subsidiary may Dispose so long as no Default exists or would result therefrom, a merger, dissolution, liquidation, consolidation or Disposition, the purpose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiarieswhich is to effect a Disposition permitted pursuant to Section 7.05.

Fundamental Changes. The Parent Borrower will not, and nor will not it permit any of its Subsidiaries to, merge, dissolve, liquidate, merge into or consolidate with or into another any other Person, or Dispose permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) to ), or in favor of any Personliquidate or dissolve, except that, so long as that (x) the Borrower or any Subsidiary may enter into transactions permitted by Section 7.05 and (y) if at the time thereof and immediately after giving effect thereto no Default exists or would result therefrom:‌shall have occurred and be continuing: (a) any Subsidiary of the Borrower may merge be merged or consolidated with or into: (i) the Borrower; provided that Borrower if the Borrower shall be the continuing or surviving Personcorporation, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary of the Borrower that is merging with another not a Foreign Subsidiary (so long as such Wholly-Owned Subsidiary is the continuing or surviving corporation), (iii) if such Subsidiary is a Foreign Subsidiary, any Wholly-Owned Subsidiary of the Borrower that is a Foreign Subsidiary (so long as such Wholly-Owned Subsidiary is the continuing or surviving corporation) or (iv) if such Subsidiary is not a Foreign Subsidiary, any Foreign Subsidiary (provided that, if such Foreign Subsidiary is the continuing or surviving corporation, such Foreign Subsidiary shall subsequently be merged or consolidated with or into a Wholly-Owned Subsidiary of the Borrower that is not a Foreign Subsidiary and such Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Partycorporation); (b) the Borrower or any such Subsidiary may Dispose convey, sell, lease, transfer or otherwise dispose of all any or substantially all of its assets Property (upon voluntary liquidation or otherwise) to either (A) in compliance with the Parent provisions of Section 7.04(i), (ii) or to another Subsidiary; provided that (xiv) if or (B) in the transferor in case of any such a transaction is a Wholly-Owned Subsidiary, then to (i) the transferee shall either be the Parent or another Borrower, (ii) subject to clause (iii), any Wholly-Owned Subsidiary and of the Borrower that is not a Foreign Subsidiary (yunless any such conveyance, sale, lease, transfer or other disposition constitutes an Investment in a Foreign Subsidiary that is permitted pursuant to Section 7.06) or (iii) if the transferor in such a transaction Subsidiary is a Credit PartyForeign Subsidiary, then any Wholly-Owned Subsidiary of the transferee shall be Borrower that is a Credit PartyForeign Subsidiary (including a conveyance, sale, lease, transfer or other disposition of such Property from a Foreign Subsidiary temporarily to a Subsidiary that is not a Foreign Subsidiary with a subsequent conveyance, sale, lease, transfer or other disposition of substantially the same property to another Foreign Subsidiary); (c) the Parent and its Subsidiaries Borrower or any Subsidiary of the Borrower may make Dispositions permitted by Section 6.04;merge or consolidate with any other Person if, in the case of a merger or consolidation of the Borrower, the Borrower is the surviving corporation, and, in any other case, the surviving corporation is a Wholly-Owned Subsidiary of the Borrower that is not a Foreign Subsidiary or, if such merging or consolidating Subsidiary is a Foreign Subsidiary, any Wholly-Owned Subsidiary of the Borrower that is a Foreign Subsidiary; and (d) any Investment permitted by Section 6.06 may be structured as the Borrower may, for the purpose of transferring its jurisdiction of incorporation from Delaware to another state of incorporation, merge with and into a merger, consolidation or amalgamation; (eWholly-Owned Subsidiary in a transaction constituting a tax-free reorganization under 368(a)(1)(F) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiaries.Code, so long as:

Fundamental Changes. The Parent Borrower will not, and nor will not it permit any of its Subsidiaries Subsidiary to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyPerson; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent Borrower or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit PartySubsidiary; (c) the Parent Borrower and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation;; and (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiaries.

Fundamental Changes. (a) The Parent Borrower shall not, nor shall it permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or wind up, liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Person (other than the Borrower) may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary and (if any party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party, (iii) any Asset Sale permitted under Section 6.04 may be structured as a merger or consolidation and (iv) any Subsidiary may wind up, liquidate or dissolve if (A) the Borrower determines in good faith that such winding up, liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (B) with respect to any winding up, liquidation or dissolution of a Subsidiary Loan Party, all proceeds and distributions resulting from such winding up, liquidation or dissolution shall be made to other Subsidiary Loan Parties, provided that any such merger involving a Person that is not a Wholly Owned Subsidiary of the Borrower immediately prior to such merger shall not be permitted unless also permitted by Sections 6.02, 6.04, 6.08 and 6.14, as applicable. (b) The Borrower will not, and will cause the Subsidiaries not permit any of its Subsidiaries to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether engage in one transaction or in a series of transactions) all or substantially all of its assets (whether any business other than the business now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌ (a) any Subsidiary may merge with (i) the Borrower; provided that being conducted by the Borrower shall be and the continuing Subsidiaries and other businesses directly related or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then complementary to such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiariesbusiness.

Fundamental Changes. The Parent (a) Each of the Company and the Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge, dissolve, liquidate, merge into or consolidate with or into another any other Person, or Dispose permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) to ), or in favor of any Personliquidate or dissolve, except that, so long as if at the time thereof and immediately after giving effect thereto no Default exists shall have occurred and be continuing (i) any Person may merge into the Company or would result therefrom:‌ the Borrower in a transaction in which the Company or the Borrower, as applicable, is the surviving corporation, (aii) any Person may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary; provided that if one of the parties to such merger is a Subsidiary Guarantor, the Subsidiary Guarantor shall be the surviving entity, (iii) any Subsidiary may merge with (i) the Borrower; provided that the Borrower shall be the continuing sell, transfer, lease or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all otherwise dispose of its assets (upon voluntary liquidation or otherwiseA) to the Parent Borrower or to another Subsidiary; provided that (x) if one of the transferor in parties to such a transaction is a Wholly-Owned SubsidiarySubsidiary Guarantor, then either (1) the Subsidiary Guarantor shall be the transferee shall either be or (2) the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; 6.9 or (dB) any Investment in a transaction permitted by Section 6.06 6.9, (iv) the Borrower may be structured as sell the Equity Interests in a merger, consolidation or amalgamation; Subsidiary in a transaction permitted by Section 6.9 and (ev) any Subsidiary which is not a Subsidiary Guarantor may dissolve, liquidate or wind up dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower. (b) Each of the Company and the Borrower will not, and will not permit any of its affairs if it owns no Subsidiaries to, engage to any material assets, engages extent in no any business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all businesses of the consolidated assets type conducted by the Company, the Borrower and their Subsidiaries, taken as a whole, on the date of the Parent execution of this Agreement and its Subsidiariesbusinesses reasonably related thereto.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge or consolidate with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , provided that (x) when any Wholly-Owned Subsidiary Guarantor is merging with another Subsidiary, a Wholly-Owned Subsidiary Guarantor shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyPerson; (b) the Borrower and Subsidiaries of Borrower may merge or consolidate with any Person as necessary to consummate Acquisitions permitted hereunder; provided that if Borrower is party to transaction, Borrower shall be the surviving Person; (c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned SubsidiaryGuarantor, then the transferee shall must either be the Parent Borrower or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04Guarantor; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose Dispositions of all or substantially all of its the assets of any Subsidiary (upon voluntary liquidation or otherwise), other than a Guarantor) not otherwise permitted under this Section 7.04 shall be permitted; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the combined book value of all property and assets do Disposed of in reliance of this clause (d) (combined with any Dispositions made pursuant to clause (j) of Section 7.05) while this Agreement is in effect shall not constitute all or substantially all of exceed $300,000,000 in the consolidated assets of aggregate, and (iii) after giving effect to such Disposition, the Parent and its Subsidiaries.Borrower is in compliance, on a projected pro forma basis, with Section 7.11 for the subsequent four fiscal quarters;

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , provided that (x) when any Wholly-Owned Subsidiary Guarantor is merging with another Subsidiary, the Guarantor shall be the continuing or surviving Person or the surviving Person shall become a Wholly-Owned Guarantor; (b) any Foreign Subsidiary may merge with (i) the Borrower, provided that the Borrower shall be the continuing or surviving Person or (ii) any one or more other Subsidiaries, provided that when any Foreign Subsidiary is merging with a Domestic Subsidiary, the Domestic Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyPerson; (bc) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned SubsidiaryGuarantor, then the transferee shall must either be the Parent Borrower or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04Guarantor; (d) any Investment permitted by Section 6.06 the Borrower and its Subsidiaries may be structured as a merger, consolidation or amalgamationengage in the Permitted IHC Transaction; (e) any Immaterial Subsidiary may dissolvebe wound up, liquidate liquidated or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standingdissolved; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all the Subsidiaries of the consolidated assets of Borrower may merge or consolidate with any Person pursuant to a Permitted Acquisition; and (g) the Parent Borrower and its SubsidiariesSubsidiaries may make those Dispositions permitted by Section 7.05.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌: (a) any Restricted Subsidiary may merge with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary the Borrower shall be the continuing or surviving Person and (y) when such merger does not result in the Borrower ceasing to be incorporated under the Laws of the United States, any Subsidiary that is a Credit Party is merging with another Subsidiarystate thereof or the District of Columbia, then such or (ii) any one or more other Subsidiary shall be a Credit PartyRestricted Subsidiaries; (b) any Restricted Subsidiary may liquidate or dissolve or change its legal form (provided that (A) such transaction shall not reduce the Borrower’s direct or indirect share of the aggregate ordinary voting power and aggregate equity value in such Restricted Subsidiary, (B) the Borrower or Restricted Subsidiary shall comply with its obligations under Sections 6.11 and 6.13 in connection with such transaction and (C) such transaction shall have been undertaken for a valid purpose (which includes the reduction of taxes for direct or indirect owners of Equity Interests in the Borrower) and shall not be disadvantageous to the Lenders in any manner); (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Restricted Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) so long as no Default exists or would result therefrom, any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted by pursuant to Section 6.06 may 7.02; provided that the continuing or surviving Person shall be structured as a mergerRestricted Subsidiary, consolidation or amalgamationwhich together with each of its Restricted Subsidiaries, shall have complied with the requirements of Section 6.11; (e) any Subsidiary the Borrower and the Restricted Subsidiaries may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to consummate the maintenance of its existence and good standingRestructuring Transactions; and (f) any Subsidiary may Dispose so long as no Default exists or would result therefrom, a merger, dissolution, liquidation, consolidation or Disposition, the purpose of all or substantially all which is to effect a Disposition permitted pursuant to Section 7.05; provided that in the case of its assets clauses (upon voluntary liquidation or otherwisea), provided that such assets do not constitute all or substantially all (b) and (c) above, (x) the security interest of the consolidated assets Administrative Agent in the property of such person formed by such merger or consolidation (or such Person resulting from such change in corporate form) shall be no less favorable than the security interest of the Parent Administrative Agent in the property of the Borrower or Subsidiary prior to such merger or consolidation (or change in corporate form) and its Subsidiaries(y) except in the case of clause (a)(i) above, the Guarantee by such person formed by such merger or consolidation (or such Person resulting from such change in corporate form) of the Obligations shall be no less favorable to the Lenders than the Guarantees of the Obligations of the Subsidiary prior to such merger or consolidation (or change in corporate form), in each case, as reasonably determined by the Administrative Agent.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Event of Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, the Subsidiary continuing or surviving shall be a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwiseotherwise (and in conjunction with any Disposition may dissolve or liquidate)) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall must either be the Parent Borrower or another a Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit PartySubsidiary; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets to any Person (upon voluntary liquidation including pursuant to a Sale and Lease-Back Transaction permitted by Section 7.05); provided such Subsidiary receives consideration equal the fair market value of the assets so Disposed of (as reasonably determined by the Borrower); and (d) any Person may (i) merge with the Borrower so long as the Borrower is the surviving corporation or otherwise(ii) merge with any Subsidiary, so long as in either case of clause (i) or (ii), provided that the Debt Rating after giving effect to such assets do not constitute all or substantially all of the consolidated assets of the Parent merger is reaffirmed as no lower than BBB- (stable) by S&P and its Subsidiariesno lower than Baa3 (stable) by ▇▇▇▇▇’▇.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge merge, amalgamate or consolidate with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any WhollyGuarantor is merging, amalgamating or consolidating with another Subsidiary, the continuing or surviving Person shall be the Guarantor or shall become a Guarantor concurrently with such transaction and (y) when any wholly-Owned owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be the wholly-owned Subsidiary or shall become a Credit Partywholly-owned Subsidiary concurrently with such transaction; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is (i) a WhollyGuarantor, then the transferee must be only any of the Borrower, a Guarantor or another Subsidiary that becomes a Guarantor concurrently with such transaction and (ii) a wholly-Owned owned Subsidiary, then the transferee shall must either be the Parent Borrower or another Whollya wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Partyowned Subsidiary; (c) any Subsidiary that is not a Loan Party may liquidate or dissolve or change its legal form if the Parent Borrower determines in good faith that such action is in the interest of the Borrower and its Subsidiaries may make Dispositions permitted by Section 6.04Subsidiaries; (d) any Investment permitted consolidation of the Borrower with or merger of the Borrower into any other Person or Persons (whether or not affiliated with the Borrower), or successive consolidations or mergers to which the Borrower or its successor or successors shall be a party or parties; provided, however, that, the Borrower hereby consents and agrees that, upon any such consolidation or merger, the due and punctual payment of the principal of and interest on all of the Loans and the due and punctual performance and observance of all of the covenants, conditions and other obligations of this Agreement and the Notes to be performed and observed by Section 6.06 may the Borrower, shall be structured expressly assumed in an agreement satisfactory in form and substance to the Administrative Agent and the Lenders, executed and delivered to the Administrative Agent by the Person formed by such consolidation or merger; provided, further, that the Person formed by such consolidation or merger shall be a Person organized and existing under the laws of the United States, any state thereof or the District of Columbia, and provided, further, that immediately before and after giving effect to any such transaction (and treating any Consolidated Funded Indebtedness or Sale and Leaseback Transaction which becomes an obligation of the resulting or surviving Person as a mergerresult of such transaction as having been incurred or entered into by such Person at the time of such transaction), no Default shall exist. Unless the conditions prescribed above in this Section 7.04(d) are satisfied, no such consolidation or amalgamationmerger shall be permitted; (e) the Borrower or any Subsidiary may dissolvemerge with any other Person in order to effect an Investment expressly permitted pursuant to Sections 7.02(e), liquidate or wind up its affairs if it owns no material assets, engages in no business (f) and otherwise has no activities other than activities related to the maintenance of its existence and good standing(g); and (f) with respect to any Subsidiary may Dispose Subsidiary, (i) a merger, dissolution, liquidation, consolidation or Disposition, the purpose of all or substantially all of its assets (upon voluntary liquidation or otherwisewhich is to effect a Disposition expressly permitted pursuant to Section 7.05(c)(i), provided that such assets do not constitute all and (ii) Dispositions made in accordance with the terms of Section 7.05(c)(ii), or substantially all any of the consolidated assets of the Parent and its SubsidiariesSections 7.05(e), (f), (g) or (i).

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate or amalgamate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except ; provided that, so long as no Default exists or would result therefrom:‌ notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of the Additional Guarantor Provisions and the Additional Collateral Requirements, (a) any Subsidiary the Company may merge or consolidate with (i) the Borrowerany of its Restricted Subsidiaries; provided that the Company shall be the continuing or surviving Person, (b) any Domestic Loan Party other than the Company may merge or consolidate with any other Domestic Loan Party other than the Company, (c) any Foreign Subsidiary that is a Restricted Subsidiary which is not a corporation incorporated under the Laws of Canada or a province or territory thereof may be merged or consolidated with or into any Loan Party provided that such Loan Party shall be the continuing or surviving Person, (d) any Foreign Subsidiary that is a Restricted Subsidiary which is not a corporation incorporated under the Laws of Canada or a province or territory thereof may be merged or consolidated with or into any other Foreign Subsidiary that is a Restricted Subsidiary; provided that if any such Person is a Designated Borrower, a Designated Borrower shall be the continuing or surviving Person, or (iie) any one Restricted Subsidiary of the Company may merge with any Person that is not a Loan Party in connection with a Disposition permitted under Section 8.05 or more other Subsidiariesa Permitted Acquisition; provided that (x) when that, if such transaction involves any Wholly-Owned Subsidiary is merging with another SubsidiaryDesignated Borrower, a Wholly-Owned Subsidiary such Designated Borrower, as applicable, shall be the continuing or surviving Person and Person, (yf) when any Wholly Owned Subsidiary of the Company that is a Credit Party is merging with another Subsidiary, then such Restricted Subsidiary (other Subsidiary shall be a Credit Party; (bthan any Designated Borrower) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standingat any time; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do dissolution, liquidation or winding up, as applicable, could not constitute reasonably be expected to have a Material Adverse Effect, (g) any Foreign Subsidiary that is a Restricted Subsidiary (except a Designated Borrower) which is a corporation incorporated under the Laws of Canada or a province or territory thereof may amalgamate with another Loan Party; provided that the corporation resulting from such amalgamation assumes by operation of law all obligations of such Loan Party and provides confirmation of such assumption of obligations as is reasonably required by the Administrative Agent, and (h) any Foreign Subsidiary that is a Restricted Subsidiary which is a corporation incorporated under the Laws of Canada or substantially a province or territory thereof may amalgamate with another Foreign Subsidiary that is a Restricted Subsidiary; provided that if any such Person is a Designated Borrower, the corporation resulting from such amalgamation assumes by operation of law all obligations of such Designated Borrower and provides confirmation of such assumption to the consolidated assets obligations as is reasonably required by the Administrative Agent. Notwithstanding the foregoing, the Company and/or any Restricted Subsidiary may effect transactions not otherwise permitted under this Section 8.04 as part of the Parent and its Subsidiariesa Permitted Restructuring.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Event of Default exists or would result therefrom:‌therefrom: (a) any Subsidiary (other than any Borrower) may merge with (i) the any Borrower; provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiarythat, a Wholly-Owned Subsidiary Borrower shall be the continuing or surviving Person and (yii) any other Subsidiary (other than any Borrower); provided that, when (A) any Subsidiary that is a Credit Party Guarantor is merging with another Subsidiary, then such other Subsidiary the continuing or surviving Person shall be a Credit PartyGuarantor and (B) if as a result thereof, either the Parent or any Borrower owns, directly or indirectly, less of such Subsidiary’s equity interests than it did prior to the merger, such merger shall also constitute a Disposition subject to Section 6.05 (and must be permitted by any clause thereof other than Section 6.05(g)); (b) a merger, dissolution, liquidation, consolidation or Disposition (i) of any Immaterial Subsidiary or (ii) the purpose of which is to effect a Disposition permitted pursuant to Section 6.05 (other than Section 6.05(g)); (c) the Parent, any Borrower or any Subsidiary may consummate any Permitted Acquisition or any other Investment permitted by Section 6.02; provided that, (i) in any such transaction involving any Borrower, such Borrower shall be the continuing or surviving Person; (ii) in any such transaction involving the Parent, the Parent shall be the continuing or surviving person; and (iii) in any such transaction involving a Guarantor, the continuing or surviving Person shall be a Guarantor; (d) any Subsidiary (other than any Borrower) may Dispose of all or substantially all of its assets (upon voluntary liquidation liquidation, dissolution or otherwise) (i) to the Parent a Borrower or to another a Guarantor; or (ii) if the transferor is not a Guarantor, to any other Subsidiary; provided in each case that (xA) if the transferor in such a transaction is a Whollywholly-Owned owned Subsidiary, then the transferee shall must either be the Parent a Borrower or another Whollya wholly-Owned owned Subsidiary and (yB) if to the transferor in such a transaction is a Credit Party, then extent that the transferee is not a Borrower or a wholly-owned Subsidiary (based on the percentage of such transferee which is not owned directly or indirectly by a Borrower), the Disposition shall constitute a Disposition subject to Section 6.05 and shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted under this Section 6.04 so long as it is permitted by any clause of Section 6.04; (d) any Investment permitted by 6.05 other than Section 6.06 may be structured as a merger, consolidation or amalgamation;6.05(g); or (e) any Subsidiary (other than any Borrower) may dissolve, liquidate or wind up its affairs dissolve or change in legal form if it owns no material assets, engages the Administrative Borrower determines in no business good faith that such liquidation or dissolution or change in legal form is in the best interests of the Borrowers and otherwise has no activities other than activities related is not materially disadvantageous to the maintenance Lenders (it being understood that in the case of its existence any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor. Notwithstanding anything to the contrary herein, (i) the Parent and good standing; and the Borrowers (fa) are permitted to take any reasonably required actions or consummate any reasonably required transactions in respect of the Specified Japan Sale and any Liquidity Event, and (b) will not, and will not permit any Subsidiary may Dispose to, sell, lease, convey, assign, transfer or otherwise dispose (including pursuant to an exclusive license) of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided intellectual property that such assets do not constitute all or substantially all is material to the operation of the consolidated assets business of the Parent, the Borrowers and the Subsidiaries, taken as a whole, to any Affiliate of the Parent or the Borrowers who is not a Loan Party, other than (i) in connection with the Specified Japan Sale or any Liquidity Event and its (ii) (in each case, to the extent otherwise permitted pursuant to this Section 6.04): (x) non-exclusive licenses, sublicenses or cross-licenses of intellectual property in the ordinary course of business and which do not materially interfere with the business of the Parent, the Borrowers and the Subsidiaries, taken as a whole and (y) any such disposition from a Subsidiary that is not a Loan Party to a Subsidiary that is not a Loan Party.

Fundamental Changes. The Parent will Company shall not, and will not nor shall it permit any of its Subsidiaries Subsidiary to, directly or indirectly, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactionstransactions and whether effected pursuant to a Division or otherwise) all or substantially all of its assets or all of substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default or Event of Default exists or would result therefrom:‌therefrom and the Company is in compliance, on a pro forma basis, with the provisions of Section 10.1(b) and Section 10.1(c): (a) (i) any Person may merge into an Obligor in a transaction in which such Obligor is the surviving Person (provided that the Company must be the survivor of any merger involving the Company), subject to the requirements of Section 9.13, (ii) any Person (other than an Obligor unless such Obligor is the surviving Person of such merger) may merge with or into a Subsidiary (other than an Obligor), (iii) any Obligor or any Subsidiary may sell, lease, transfer or otherwise Dispose of its assets to another Obligor or another Subsidiary, subject to the requirements of Section 9.13, which in the event of a consummation of a Division shall apply to all Division Successors, (iv) any Subsidiary (other than an Obligor) may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company, and (v) an Obligor or any Subsidiary may sell, transfer or otherwise Dispose of Equity Interests of a Subsidiary (other than an Obligor); 4846-2702-5833 v1 (b) in connection with any acquisition permitted under Section 10.7, any Subsidiary of the Company may merge into or consolidate with (i) the Borrowerany other Person or permit any other Person to merge into or consolidate with it; provided that the Borrower Person surviving such merger shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary of the Company and shall be comply with the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Partyrequirements of Section 9.13; (bc) any Subsidiary of the Company may Dispose of all or substantially all of its assets (upon voluntary liquidation liquidation, pursuant to a Division or otherwise) to the Parent Company or to another SubsidiarySubsidiary of the Company; provided that (x) if the transferor in such a transaction is a Wholly-Owned an Unencumbered Property Subsidiary, then the transferee shall either must be an Unencumbered Property Subsidiary, and provided, further, that if any Subsidiary consummates a Division, the Parent or another Wholly-Owned Subsidiary and (y) if Company must comply with the transferor obligations set forth in such a transaction is a Credit Party, then the transferee shall be a Credit Party;Section 9.13 with respect to each Division Successor; and (cd) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; 10.5(d) shall be permitted under this Section 10.4. Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to (di) any Investment permitted by Section 6.06 may be structured as a mergermerge, consolidation dissolve or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if consolidate with or into any other Person unless after giving effect thereto the Company is the sole surviving Person of such transaction and no Change of Control results therefrom, (ii) consummate a Division or (iii) engage in any transaction pursuant to which it owns no material assets, engages is reorganized or reincorporated in no business and otherwise has no activities any jurisdiction other than activities related to a State of the maintenance United States of its existence and good standing; and (f) any Subsidiary may Dispose America or the District of all Columbia. No such conveyance, transfer or substantially all lease of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and Company shall have the effect of releasing the Company or any successor corporation or limited liability company that shall theretofore have become such in the manner prescribed in this Section 10.4 from its Subsidiariesliability under this Agreement or the Notes.

Fundamental Changes. The Parent Holdings will not, and will not permit any of its Subsidiaries Restricted Subsidiary to, merge, dissolve, liquidate, merge into or consolidate with or into another any other Person, or Dispose permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (whether in one a single transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired and including, in each case, pursuant to a Delaware LLC Division) or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired) to or in favor of any Personliquidate or dissolve; provided, except that, so long as no Default exists or would result therefrom:‌ (a) any Subsidiary may merge with that (i) any Inactive Subsidiary may (A) liquidate into its immediate parent company or dissolve, (B) merge into any other Inactive Subsidiary or (C) merge into the BorrowerSponsor or any other Restricted Subsidiary that is a Credit Party; provided that the Borrower shall be the continuing Sponsor or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any such Restricted Subsidiary that is a Credit Party is merging the survivor of such merger, and (ii) if at the time thereof and immediately after giving effect thereto, no Credit Event shall have occurred and be continuing (A) the Sponsor or any Restricted Subsidiary may merge with another a Person (other than Holdings); provided, that (x) if the Sponsor is a party to such merger, the Sponsor shall be the surviving Person and (y) if the Sponsor is not a party to such merger, such Restricted Subsidiary or, in connection with a Permitted Acquisition, such Person if upon such merger such Person becomes a Restricted Subsidiary, then is the surviving Person, (B) any Restricted Subsidiary may merge into another Restricted Subsidiary or the Sponsor; provided, however, that if the Sponsor is a party to such other Subsidiary merger, the Sponsor shall be the surviving Person; provided, further, that if any Restricted Subsidiary to such merger is a Credit Party; Guarantor, the Guarantor shall be the surviving Person, (bC) any Restricted Subsidiary may Dispose sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Sponsor or to a Guarantor, and (upon voluntary D) any other Restricted Subsidiary may liquidate or dissolve if the Sponsor determines in good faith that such liquidation or otherwise) dissolution is in the best interests of the Sponsor, is not materially disadvantageous to the Parent Participants, and such Restricted Subsidiary dissolves into another Guarantor or the Sponsor; provided, that any such merger involving a Person that is not a wholly-owned Restricted Subsidiary immediately prior to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee merger shall either not be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted unless also permitted by Section 6.04; 8.4. Holdings will not, and will not permit any of its Restricted Subsidiaries to, engage in any business other than (di) substantially the same business as presently conducted or such other businesses that are reasonably related thereto, including but not limited to the business of leasing and selling furniture, consumer electronics, computers, appliances and other household goods and accessories inside and outside of the United States of America, through both independently-owned and franchised stores, providing lease-purchase solutions, credit and other financing solutions to customers for the purchase and lease of such products, the manufacture and supply of furniture and bedding for lease and sale in such stores, and the provision of virtual rent-to-own programs inside and outside of the United States of America (including but not limited to point-of-sale lease purchase programs), (ii) any Investment permitted other businesses which are ancillary or complementary to, or reasonable extensions or expansions of, the business of Holdings, the Sponsor and its Restricted Subsidiaries as conducted as of the Effective Date, as reasonably determined in good faith by Section 6.06 may be structured as a merger, consolidation or amalgamation; the Sponsor and (eiii) any Subsidiary may dissolvebusinesses that are materially different from the business of Holdings, liquidate or wind up the Sponsor and its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to Restricted Subsidiaries as conducted as of the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), Effective Date provided that any Investments made, funds expended or financial support provided by Holdings, the Sponsor and/or its Restricted Subsidiaries in connection with such assets do alternative lines of business shall not constitute all or substantially all of exceed $25,000,000 in the consolidated assets of the Parent and its Subsidiariesaggregate at any time outstanding.

Fundamental Changes. The Parent will Borrower shall not, and will not nor shall the Borrower permit any of its Subsidiaries Subsidiary to, mergeconsolidate, dissolve, liquidate, consolidate amalgamate or merge with or into or wind up into another Person, or Dispose liquidate or dissolve or dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any PersonPerson (other than as part of the Transactions), except that, so long as no Default exists or would result therefrom:‌: (a1) any Subsidiary may merge or consolidate with the Borrower (i) including a merger, the Borrowerpurpose of which is to reorganize the Borrower into a new jurisdiction); provided that that (a) the Borrower shall be the continuing or surviving Person, and (b) such merger or consolidation does not result in the Borrower ceasing to be organized under the Laws of the United States, any state thereof or the District of Columbia. (ii2) (a) any one Subsidiary of the Borrower that is not a Loan Party may merge or more consolidate with or into any other SubsidiariesSubsidiary of the Borrower that is not a Loan Party; (b) any Subsidiary of the Borrower may merge or consolidate with or into any other Subsidiary of the Borrower that is a Loan Party; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary Loan Party shall be the continuing or surviving Person Person; (c) any merger the sole purpose of which is to reincorporate or reorganize a Loan Party in another jurisdiction in the United States will be permitted; and (yd) when any Subsidiary of the Borrower may liquidate or dissolve, in each case, by way of an insolvency proceeding or otherwise, or change its legal form if the Borrower determines in good faith that such action is a Credit Party in the best interests of the Borrower and the Subsidiaries of the Borrower and is merging with another Subsidiarynot materially disadvantageous to the Lenders; provided that in the case of clause (d), then the Person who receives the assets of such other dissolving or liquidated Subsidiary of the Borrower shall be a Credit PartyLoan Party or such disposition shall otherwise be permitted under Section 7.05 or the definition of “Permitted Investments”; (b3) any Subsidiary may Dispose dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiaryany of its Subsidiaries; provided that (x) if to the transferor in extent that such a transaction Subsidiary disposing of such assets is a Wholly-Owned SubsidiaryGuarantor, then the transferee shall either be the Parent or another Wholly-Owned such other Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit PartyGuarantor or such disposition shall otherwise be permitted under Section 7.05 or the definition of “Permitted Investment”; (c4) so long as no Event of Default has occurred and is continuing or would result therefrom, the Parent and its Subsidiaries Borrower may make Dispositions permitted by Section 6.04; merge or consolidate with (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose dispose of all or substantially all of its assets to) any other Person (upon voluntary liquidation or otherwiseother than Superior Industries Production Germany GmbH), ; provided that (a) the Borrower shall be the continuing or surviving corporation or (b) if the Person formed by or surviving any such assets do merger or consolidation is not constitute the Borrower (or, in connection with a disposition of all or substantially all of the consolidated assets Borrower’s assets, is the transferee of such assets) (any such Person, a “Successor Borrower”): (i) the Successor Borrower will: (A) be an entity organized or existing under the laws of the Parent United States, any state thereof or the District of Columbia, (B) expressly assume all the obligations of the Borrower under this Agreement and the other Loan Documents to which the Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and the Borrower and (C) deliver to the Administrative Agent (I) an Officer’s Certificate stating that such merger or consolidation or other transaction and such supplement to this Agreement or any Loan Document (as applicable) comply with this Agreement and (II) an Opinion of Counsel including customary organization, due execution, no conflicts and enforceability opinions to the extent reasonably requested by the Administrative Agent; (ii) substantially contemporaneously with such transaction (or at a later date as agreed by the Administrative Agent), (A) each Guarantor, unless it is the other party to such merger or consolidation, will by a supplement to the Guaranty (or in another form reasonably satisfactory to the Administrative Agent and the Borrower) reaffirm its Guaranty of the Obligations (including the Successor Borrower’s obligations under this Agreement), (B) each Loan Party, unless it is the other party to such merger or consolidation, will, by a supplement to the Security Agreement (or in another form reasonably satisfactory to the Administrative Agent), confirm its grant or pledge thereunder, (C) if reasonably requested by the Administrative Agent, each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, will, by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Collateral Agent and the Borrower), confirm that its obligations thereunder shall apply to the Successor Borrower’s obligations under this Agreement; (iii) after giving pro forma effect to such incurrence, the Borrower would be permitted to incur at least $1.00 of additional Permitted Ratio Debt pursuant to clause (C)(I) of the definition thereof; and (iv) to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received at least two (2) Business Days prior to the consummation of such transaction all documentation and other information in respect of the Successor Borrower required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; provided further that if the foregoing are satisfied, the Successor ▇▇▇▇▇▇▇▇ will succeed to, and be substituted for, the Borrower under this Agreement; (5) [reserved]; (6) any Subsidiary of the Borrower may merge or consolidate with (or dispose of all or substantially all of its assets to) any other Person (other than Superior Industries Production Germany GmbH) in order to effect a Permitted Investment or other investment permitted pursuant to Section 7.05; provided that, no Event of Default exists or would result therefrom; provided further that the continuing or surviving Person will be (a) the Borrower or (b) a Subsidiary of the Borrower, in each case, which together with each of its Subsidiaries, will have complied with the applicable requirements of Section 6.11; (7) a merger, dissolution, liquidation, consolidation or disposition, the purpose of which is to effect a disposition permitted pursuant to Section 7.04 or a disposition that does not constitute any Asset Sale (other than a transaction described in clause (b) of the definition of Asset Sale); (8) the Borrower and any of its Subsidiaries may (a) convert into a corporation, partnership, limited partnership, limited liability company or trust organized or existing under the laws of the jurisdiction of organization of the Borrower or the laws of a jurisdiction in the United States; provided that such conversion is not materially disadvantageous to the Appropriate Lenders, and (b) change its name; and (9) the Loan Parties and the Subsidiaries of the Borrower may consummate the Transactions.

Fundamental Changes. The Parent will not, Merge and will not permit any of its Subsidiaries to, mergeamalgamate, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of related transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any PersonPerson (other than as part of the Transaction), except that, so long as no Default exists or would result therefrom:‌: (a) any Subsidiary Restricted Party (other than a Loan Party) may merge and amalgamate with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Restricted Party; (b) any Disposition permitted under Section 6.05; (c) any Restricted Subsidiary (other than a Loan Party) may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent any Borrower or to another SubsidiaryRestricted Subsidiary of a Borrower; and (d) so long as no Default exists or would result therefrom, such Restricted Party may merge, consolidate or amalgamate with any other Person; provided that (xi) such Restricted Party shall be the continuing or surviving corporation or (ii) if the transferor Person formed by or surviving any such merger, amalgamation or consolidation is not such Borrower (any such Person, the Successor Borrower), (A) the Successor Borrower shall be an entity in the same corporate form organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Borrower shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Documents to which such a transaction Borrower is a Wholly-Owned Subsidiaryparty pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, then (C) after giving effect to such transaction and the transferee shall either use of any proceeds therefrom, the Company would have the ability to incur (i) an additional $1.00 of Indebtedness under Section 7.03(r) of the Senior Facility Credit Agreement or (ii) the Consolidated Fixed Charge Coverage Ratio under (and as defined in) the Senior Facility Credit Agreement at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four (4)-quarter period will be the Parent equal to or another Wholly-Owned Subsidiary greater than it was immediately before such transaction; and (yD) the Borrower shall have delivered to the Administrative Agent a certificate of a Financial Officer and an opinion of counsel, each stating that such merger, amalgamation or consolidation and such supplement to this Agreement or any Loan Document comply with this Agreement; provided, further, that if the transferor in foregoing are satisfied, the Successor Borrower, will succeed to, and be substituted for, the Borrower under this Agreement; provided, further that, unless such a transaction person is a Credit PartyBorrower, then neither Millennium Chemicals Inc. nor Millennium Holdings LLC nor any of their respective Subsidiaries as of the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 Effective Date may be structured as a merger, consolidation merged with or amalgamation; (e) into any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its SubsidiariesRestricted Party.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, merge(a) Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (ai) any Subsidiary Person may merge with (i) the Borrower; , provided that the Borrower shall be is the continuing or surviving Person, or (ii) any one or more other Subsidiaries; a wholly-owned Subsidiary of the Borrower, provided that (x) when any Whollysuch wholly-Owned owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall will be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyPerson; (bii) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) if a wholly-owned Subsidiary of the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit PartyBorrower; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (eiii) any Subsidiary may dissolveliquidate, liquidate sell, transfer, lease or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets if (upon voluntary liquidation or otherwiseA) such transaction is permitted by Section 7.05, and (B) the Borrower has determined in good faith that such action is not materially disadvantageous to the interests of the Lenders; (iv) in connection with any acquisition permitted under Section 7.04(b), any Subsidiary may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person surviving such assets do merger shall be a wholly-owned Subsidiary of the Borrower; and (v) any Subsidiary may dissolve if (A) the purpose of such dissolution is to effect a transaction otherwise permitted under Section 7.04(a)(ii) or (a)(iii) or (B) such Subsidiary has no assets, so long as such dissolution would not constitute result in any liability to any Loan Party. (b) Purchase or acquire the Equity Interests in, or all or substantially all of the consolidated assets property of, any Person except that the Borrower may consummate any such purchase or other acquisition so long as: (i) upon the consummation thereof, such acquisition target would be wholly-owned directly by the Borrower (including as a result of a merger or consolidation): (ii) such acquisition is non-hostile in nature; (iii) the business of the Parent Person to be (or the property of which is to be) so purchased or otherwise acquired shall be predominantly the same business as the business of the Borrower and its Subsidiaries, or, in the Borrower’s judgment, is a business that complements the business of the Borrower; (iv) (A) immediately before and immediately after giving pro forma effect to any such purchase or other acquisition, no Default shall have occurred and be continuing and (B) immediately after giving effect to such purchase or other acquisition, the Borrower and its Subsidiaries shall be in pro forma compliance with all of the covenants set forth in Section 7.11, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such purchase or other acquisition had been consummated as of the first day of the fiscal period covered thereby (using Consolidated EBITDA of the Borrower as at the end of the most recently completed fiscal quarter referenced therein (but including any addbacks to Consolidated EBITDA previously approved by the Administrative Agent in connection with prior acquisitions) and Consolidated Funded Indebtedness as of the date of the acquisition, after giving effect to any indebtedness incurred in connection therewith) as reflected, in the case of a Material Acquisition, by a Compliance Certificate demonstrating such compliance; (v) for any Material Acquisition, upon the request of the Administrative Agent, the Borrower shall provide to the Administrative Agent (x) a copy of the purchase agreement and financial projections, together with audited (if available, or otherwise unaudited) financial statements for any Subsidiary to be acquired or created for the preceding two (2) fiscal years or such shorter period of time as such Subsidiary has been in existence, (y) resolutions of the seller authorizing the purchase or other acquisition, and (z) a summary of the Borrower’s results of their standard due diligence review; (vi) for any other purchase or acquisition, the Borrower shall furnish the Administrative Agent with the items set forth in subclause (v) above with the Compliance Certificate prepared for the next fiscal period; (vii) the Borrower shall have delivered to the Administrative Agent and each Lender, at least five (5) Business Days prior to the date on which any Material Acquisition is to be consummated, a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders, certifying that all of the requirements set forth in this clause (b) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition; and (viii) with respect to any stock acquisition, the Person owning the operation to be acquired shall become a Subsidiary Guarantor in accordance with Section 6.12 to the extent it constitutes a Material Subsidiary hereunder.

Fundamental Changes. The Parent will notEnter into any transaction of merger or consolidation, and will not permit any of its Subsidiaries to, merge, dissolve, liquidate, consolidate with or into another consummate a Division as the Dividing Person, or Dispose of liquidate, wind up or dissolve itself (whether in one transaction or in a series of transactions) all suffer any liquidation or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Persondissolutions), except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Wholly Owned Subsidiary or any other Person may merge or consolidate with (i) or into the Borrower; provided that the Borrower shall be is the surviving or continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then of such other Subsidiary shall be a Credit Partytransaction; (b) any Subsidiary of the Borrower may Dispose merge or consolidate with or into any other Subsidiary of all or substantially all of its assets (upon voluntary liquidation or otherwise) the Borrower; provided, however, that, if any Subsidiary party to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Wholly Owned Subsidiary, then the transferee surviving or continuing Person of such transaction shall either be the Parent or another Wholly-a Wholly Owned Subsidiary; provided, further, that, if any Subsidiary and (y) if the transferor in party to such a transaction is a Credit PartyDomestic Subsidiary of the Borrower, then the transferee surviving or continuing Person of such transaction shall be a Credit PartyDomestic Subsidiary; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs if it owns no material at any time; provided that, in the case of a dissolution, liquidation or winding up of affairs of a Domestic Subsidiary, all of its assets, engages in no if any, and ongoing business and otherwise has no activities are distributed or transferred to (i) the Borrower or (ii) any Wholly Owned Domestic Subsidiary; (d) any Person (other than activities related to the maintenance Borrower) may merge into any Subsidiary of its existence and good standingthe Borrower, provided that such Subsidiary of the Borrower is the surviving or continuing Person of such transaction; and (fe) any Subsidiary that is an LLC may Dispose of all or substantially all of its assets (consummate a Division as the Dividing Person if, immediately upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all the consummation of the consolidated Division, the assets of the Parent and its Subsidiariesapplicable Dividing Person are held by the Borrower at such time, or, with respect to assets not so held by the Borrower, such Division, in the aggregate, would otherwise result in a Disposition permitted by Section 6.05(h).

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌ (a) any Subsidiary may merge with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Wholly- Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiaries.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge or consolidate with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , provided that (x) when any Wholly-Owned Subsidiary Guarantor is merging with another Subsidiary, a Wholly-Owned Subsidiary Guarantor shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyPerson; (b) Subsidiaries of Borrower may merge or consolidate with any Person as necessary to consummate Acquisitions permitted hereunder; (c) any Loan Party may merge or consolidate with any Person so long as (i) such Loan Party is the continuing or surviving Person, (ii) the merger or consolidation does not result in a decrease of more than [****] in Borrower’s Consolidated Tangible Net Worth, based upon the then-most recently delivered financial statements hereunder, and (iii) no Change of Control results therefrom; (d) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation;and (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose Dispositions of all or substantially all assets of its assets any Subsidiary of Borrower (upon voluntary liquidation or otherwise), other than Guarantor) not otherwise permitted under this Section 7.04; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) no such Disposition or related series of Dispositions shall entail assets do not constitute all or substantially all having combined book value in excess of the consolidated assets of Single Transaction Limit, and (iii) after giving effect to such Disposition, the Parent and its SubsidiariesBorrower is in compliance, on a projected pro forma basis, with Section 7.11 for the subsequent four fiscal quarters.

Fundamental Changes. The Parent will notEnter into any merger, and will not permit any of its Subsidiaries toconsolidation or amalgamation, merge, dissolve, or liquidate, consolidate with wind up or into another Persondissolve itself (or suffer any liquidation or dissolution), or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned property or hereafter acquired) to or in favor of any Personbusiness, except that, so long as no Default exists or would result therefrom:‌: (ai) any Subsidiary of the Borrower may merge be merged or consolidated with or into the Borrower (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, ) or with or into any Subsidiary Guarantor (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned the Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary Guarantor shall be the continuing or surviving Person Person); and (yii) when any Subsidiary of the Borrower that is not a Guarantor may be merged or consolidated with or into any other Subsidiary that is not a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyGuarantor; (b) any Subsidiary of the Borrower may Dispose of all any or substantially all of its assets (i) to the Borrower or any Subsidiary Guarantor (upon voluntary liquidation or otherwise) or (ii) pursuant to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit PartyDisposition permitted by Section 6.5; (c) the Parent and its Subsidiaries may make Dispositions any Investment expressly permitted by Section 6.04; (d) any Investment permitted by Section 6.06 6.7 may be structured as a merger, consolidation or amalgamation; (ed) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assetsat any time provided that such dissolution, engages liquidation or winding up, as applicable, would not reasonably be expected to have a Material Adverse Effect and all of its assets and business are transferred to a Loan Party; (e) any Subsidiary that is not a Subsidiary Guarantor may dissolve, liquidate, wind up its affairs and distribute its assets ratably to its shareholders (provided that in no business connection with the foregoing and otherwise has no activities other than activities related to the maintenance of its existence extent such assets are distributed to a Loan Party, the Borrower will, and good standingwill cause each Subsidiary Guarantor to, take all actions necessary and reasonably requested by the Administrative Agent to perfect Liens on Collateral granted to the Administrative Agent pursuant to the Security Documents); and (f) any Subsidiary Holdings or the Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiariesconvert into a corporation in connection with an initial public offering.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries toMergeUnless otherwise agreed to by the CRO, merge, amalgamate, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom:; provided that the Conflicts Committee shall have sole power and authority with respect to the institution or defense of, or consent (whether express or by failure to act) to, any proceeding, case or other action under any Debtor Relief Law or with respect to any exercise of rights under Article 9 of the UCC or under any deed of trust, mortgage, or similar security agreement. (a) the Borrowers or any Subsidiary of the Restricted Subsidiaries may merge or amalgamate with any other Restricted Subsidiaries or any other Person; provided, that (i) if any of such Subsidiaries is a Guarantor, a Guarantor shall be the Borrower; provided that the surviving Person, and if a Borrower is a party thereto, such Borrower shall be the continuing or surviving Person, or and (ii) any one the US Borrower and the Canadian Borrower may not merge or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Partyamalgamate into each other; (b) any Subsidiary Guarantor may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent a Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit PartyGuarantor; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary that is not a Loan Party may Dispose of all or substantially all of its assets (upon voluntary including any Disposition that is in the nature of a liquidation) to (i) another Subsidiary that is not a Loan Party or (ii) to a Borrower or any Subsidiary that is a Loan Party; (d) any Subsidiary (other than the Canadian Borrower) may liquidate, wind up or dissolve if the Borrowers determine in good faith that such liquidation or otherwise), provided that such assets do dissolution is in the best interests of the Borrowers and is not constitute all or substantially materially disadvantageous to the Lenders and all of the consolidated assets of the Parent such Subsidiary are transferred to another Restricted Subsidiary; and (e) a Restricted Subsidiary may enter into Dispositions permitted by Section 7.05, and its Subsidiariesa Restricted Subsidiary whose Equity Interests are sold pursuant to such a Disposition may enter into mergers, consolidations and amalgamations to facilitate such Dispositions.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary (other than the Receivables Subsidiary) may merge with (i) the Borrower; Company, provided that the Borrower Company shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , provided that (x) when any Whollywholly-Owned owned Subsidiary is merging with another Subsidiary, a Whollywholly-Owned owned Subsidiary shall be the continuing or surviving Person and (y) if there then exist any Guarantees in respect of the Obligations, when any a Subsidiary that is a Credit Party Guarantor is merging with another Subsidiary, then such other the Subsidiary Guarantor shall be the continuing or surviving Person and (iii) any Subsidiary may merge in connection with a Credit Partytransaction permitted under Section 7.02(f); (b) any Subsidiary (other than the Receivables Subsidiary) may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Company or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Whollywholly-Owned owned Subsidiary, then the transferee shall must either be the Parent Company or another Whollya wholly-Owned owned Subsidiary and (y) if there then exist any Guarantees in respect of the Obligations, if the transferor in such a transaction is a Credit PartySubsidiary Guarantor, then the transferee shall must be either the Company or a Credit Party;Subsidiary Guarantor; provided further that Dispositions of assets to a Foreign Subsidiary must be permitted under Section 7.02(g)(iii), Section 7.02(j) or Section 7.05(i); and (c) the Parent Company may Dispose of Fluid Sciences (which is a reporting segment of the Company on the date hereof), or any portion thereof as permitted by Section 7.05(f) and its Subsidiaries may make the other Dispositions permitted by the other provisions of Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger7.05. For the avoidance of doubt, consolidation or amalgamation; (e) any the Receivables Subsidiary may dissolvenot merge with, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all any or substantially all of its assets to, any other Person, other than (upon voluntary liquidation i) Dispositions permitted under Section 7.05(g) or otherwise), provided that such assets do not constitute all or substantially all (ii) in connection with the termination of the consolidated assets any receivables facility when no Event of the Parent Default has occurred and its Subsidiariesis continuing.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries toExcept as otherwise permitted under this Agreement, merge, dissolve, liquidate, consolidate with or into another PersonPerson (unless Borrower, such Wholly-Owned Subsidiary, or such Controlled Subsidiary is the surviving entity), or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌assets (ac) any Controlled Subsidiary may merge with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Wholly-Owned Subsidiaries or Controlled Subsidiaries; , provided that (x) when any Guarantor is merging with another Wholly-Owned Subsidiary is merging with another or Controlled Subsidiary, a Wholly-Owned Subsidiary the Guarantor shall be the continuing or surviving Person and Person; (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (bd) any Controlled Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Controlled Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned SubsidiaryGuarantor, then the transferee shall must either be the Parent Borrower or another a Guarantor (or must become a Guarantor); (e) all or substantially all of the assets or all of the Equity Interests of a Wholly-Owned Subsidiary or Controlled Subsidiary may be Disposed of to the extent such Disposition is permitted pursuant to Section 7.05; and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (ef) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) at any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), time provided that such assets do dissolution, liquidation or winding up, as applicable, could not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiarieshave a Material Adverse Effect.

Fundamental Changes. The Parent will Borrowers shall not, and will shall not permit any of its Subsidiaries other Loan Document Party or any Subsidiary to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌: (a) any Subsidiary (i) in connection with the REIT Conversion, the Pre-REIT Conversion Borrower may merge with (i) the Post-REIT Conversion Borrower; , provided that each of the Borrower shall be conditions set forth in Section 4.03 are met to the continuing or surviving Person, or satisfaction of the Administrative Agent and the Lenders; (ii) any one Guarantor, Subsidiary or more other Subsidiaries; Person may merge with the OP Borrower or the TRS Borrower, provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiarythe OP Borrower or the TRS Borrower, a Wholly-Owned Subsidiary as applicable, shall be the continuing or surviving Person and provided further, however, that the OP Borrower may not merge with the TRS Borrower; (yiii) when any Guarantor, Subsidiary or other Person may merge with a Guarantor, provided that a Guarantor is the continuing or surviving Person or the surviving Person becomes a Guarantor hereunder; provided, however, that Catellus Westminster Company, LLC, may merge into Catellus Commercial Group, LLC (“CCG”) and CCG will not be required to become a Guarantor hereunder unless after giving effect to such merger, CCG constitutes a Material Subsidiary or an owner of Unencumbered Pool Property, provided further, however, that the OP Borrower may not merge with the TRS Borrower after the REIT Election; or (iv) any Subsidiary that is not a Credit Party is merging Guarantor may merge with another Subsidiaryany other Person, then provided, in the case of any of the foregoing clauses (i), (ii), (iii) or (iv): (A) no Default exists or will exist after the merger; (B) the Total Outstandings are not and will not be in excess of the Borrowing Base Availability; (C) the Borrowers are and will be after the merger in compliance on a pro forma basis with the investment and financial covenants set forth in Sections 7.02(b) and 7.11 hereof and have provided evidence of such other Subsidiary shall be compliance prior to the merger; and (D) such merger will not cause a Credit PartyMaterial Adverse Effect; (b) any Subsidiary or the TRS Borrower may Dispose of all or substantially all of its assets to any Loan Party; and (c) subject to compliance with Section 7.05 (including the delivery of any notice and Borrowing Base Certificate required thereunder), any Subsidiary that is not a Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to any Person if, both before and after giving effect thereto, (A) no Default exists or will exist after the Parent or Disposition; (B) the Total Outstandings are not and will not be in excess of the Borrowing Base Availability; (C) the Borrowers are in compliance on a pro forma basis with the investment and financial covenants set forth in Sections 7.02(b) and 7.11 hereof and have provided evidence of such compliance prior to another Subsidiarythe Disposition; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (yD) if the transferor in such Disposition will not cause a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its SubsidiariesMaterial Adverse Effect.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, wind up, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Event of Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Whollywholly-Owned owned Subsidiary is merging with another Subsidiary, a Whollythe wholly-Owned owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyGuarantor hereunder; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Whollywholly-Owned owned Subsidiary, then the transferee shall must either be the Parent a Borrower or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit PartyGuarantor; (c) any Subsidiary that is not the Parent Borrower may be dissolved or liquidated after assets have been Disposed of in connection with Section 7.05(j) or in connection with the closing of any underperforming restaurant, so long as such dissolution or liquidation does not constitute an Event of Default under Sections 8.01(f) or (g), and its Subsidiaries may make Dispositions permitted by (ii) the Net Cash Proceeds received from such dissolution shall be subject to Section 6.042.06(e)(i); (d) any Investment permitted by Section 6.06 (i) Finance Co. may be structured as a merger, consolidation or amalgamationmerge with and into the Company pursuant to the Finance Co. Merger and (ii) Finance Co. II may merge with and into the Parent Guarantor pursuant to the Finance Co. II Merger; (e) any Subsidiary direct or indirect parent of Parent Guarantor or any special purpose vehicle may dissolvemerge into the Parent Guarantor and the Parent Guarantor may merge into any such entity; provided that at the time of such merger, liquidate such entity shall not be engaging in any business except as contemplated by this Agreement or wind up its affairs if it owns no have any outstanding Indebtedness or other material assets, engages in no business and otherwise has no activities liabilities other than activities related Indebtedness permitted pursuant to Section 7.03 as if the surviving entity had been subject to the maintenance limitations set forth in Section 7.03 provided, further, in each case, that the surviving entity provides, or continues to provide, a Guarantee, a pledge of its existence 100% of the capital stock of the Borrower and good standingwill agree to be subject to the Loan Documents as the Parent Guarantor pursuant to documentation reasonably satisfactory to the Administrative Agent; (f) Parent Guarantor or any direct or indirect parent of Parent Guarantor or any special purpose vehicle may merge with the Company; provided that (i) the Company shall be the continuing or surviving Person, (ii) at the time of such merger, such entity shall not be engaging in any business except as contemplated by this Agreement or have any outstanding Indebtedness or other material liabilities other than Indebtedness permitted pursuant to Section 7.03 as if such entity had been subject to the limitations set forth in Section 7.03 and (iii) at the time of such merger, the Consolidated Leverage Ratio for the immediately preceding four Fiscal Quarter period shall be less than or equal to 4.5:1.0; provided further that immediately after giving effect thereto, the parent company of the Borrower shall provide a Guarantee, a pledge of 100% of the capital stock of the Borrower and will agree to be subject to the Loan Documents as the Parent Guarantor pursuant to documentation reasonably satisfactory to the Administrative Agent; and (fg) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its SubsidiariesDispositions permitted pursuant to Section 7.05.

Fundamental Changes. (a) The Parent Loan Parties will not, and will not permit any of its their Restricted Subsidiaries to, merge, dissolve, liquidate, (i) merge into or consolidate with or into another any other Person, or Dispose permit any other Person to merge into or consolidate with it, or liquidate or dissolve or (ii) sell, lease, transfer or otherwise dispose of (whether in one a single transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) to or in favor all or substantially all of the stock of any Personof its Restricted Subsidiaries (in each case, except that, so long as no Default exists whether now owned or would result therefrom:‌ (a) any Subsidiary may merge with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiarieshereafter acquired); provided that (x) when Investments pursuant to Section 7.4(h) are permitted and (y) (i) the Borrower or any Wholly-Owned Restricted Subsidiary may merge with a Person if the Borrower (or a Restricted Subsidiary if the Borrower is merging with not a party to such merger) is the surviving Person, (ii) any Restricted Subsidiary may merge into another Restricted Subsidiary; provided that if any party to such merger is a Guarantor, a Wholly-Owned Subsidiary the Guarantor shall be the continuing or surviving Person and Person, (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (biii) any Restricted Subsidiary may Dispose sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Guarantor, and (upon voluntary liquidation or otherwiseiv) to the Parent extent it has sold, transferred or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance disposed of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary to the Borrower or to a Guarantor, any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or otherwise), provided that such assets do not constitute all or substantially all dissolution is in the best interests of the consolidated assets Borrower and is not materially disadvantageous to the Lenders; provided, further, that any such merger involving or constituting an Investment shall not be permitted unless also permitted by Section 7.4, and (z) other than with respect to the Loan Parties, clause (a)(ii) above shall not prohibit a transaction that is otherwise permitted under Section 7.6 hereof. (b) The Loan Parties will not, and will not permit any of their Restricted Subsidiaries to, engage in any business other than businesses of the Parent type conducted by the Loan Parties and its Subsidiariestheir Restricted Subsidiaries on the Closing Date and businesses reasonably related, ancillary or complementary thereto or a reasonable extension thereof.

Fundamental Changes. The Parent will Loan Parties shall not, and will shall not permit any of its their respective Subsidiaries toto alter the corporate or legal structure of any Loan Party in any manner that adversely affects the Agent or the Lenders, mergeto incorporate or otherwise organize any Subsidiaries, dissolveor to enter into any transaction of merger or consolidation, or liquidate, consolidate wind-up or dissolve itself (or suffer any liquidation or dissolution), or make or permit any Transfer or Transfer any Property except that, from time to time after the Restatement Closing Date: (i) so long as no Event of Default or Potential Event of Default has occurred and is continuing or would be caused thereby, upon the prior approval of the Agent, in its sole discretion, any Wholly Owned Subsidiary of the Company may be merged with or into the Company or another PersonWholly Owned Subsidiary, or Dispose be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to the Company; provided, however, that, in the case of such a merger, the Company shall be the continuing or surviving corporation; provided further that, notwithstanding the foregoing, the Company may consummate the Secondary Merger without the prior approval of the Agent, so long as, prior to and immediately following the consummation of the Secondary Merger, (A) the Company would be able to incur $1 of additional Indebtedness pursuant to the Mortgage Note Indenture (as in effect on the Closing Date), (B) no Event of Default or Potential Event of Default has occurred or is continuing, (C) the Secondary Merger could not reasonably be expected to have a Material Adverse Effect, and (D) the Company has provided evidence, satisfactory to the Agent, as to the absence of any material liabilities of Homegate and/or any of Homegate's Subsidiaries whether direct or indirect, contingent or absolute, known or unknown other than those liabilities certified by the Company to the Agent as of the date of the Secondary Merger; (ii) the Company and any Subsidiary (other than a Mortgaged Property Subsidiary) may create one or more Subsidiaries (including, without limitation, Property Subsidiaries); provided that each such Subsidiary shall be a Wholly Owned Subsidiary of the Company or another Wholly Owned Subsidiary and; 139 151 (iii) the Company and its Subsidiaries may make Transfers; provided that if the aggregate fair market value of the assets subject to any Transfer, is equal to or greater than $5,000,000 (whether in one transaction or in a series of related transactions) all or substantially all ), at least 75% of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌ (a) any Subsidiary may merge with (i) the Borrower; provided that the Borrower consideration for such Transfer shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standingcash; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiaries.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; ; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiaries.

Fundamental Changes. (a) The Parent Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge, dissolve, liquidate, merge into or consolidate with or into another any other Person, or Dispose permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets assets, or all or substantially all of the equity securities of any of the Subsidiaries (in each case, whether now owned or hereafter acquired) to ), or in favor of any Personliquidate or dissolve, except that, so long as if at the time thereof and immediately after giving effect thereto, no Default exists or would result therefrom:‌shall have occurred and be continuing: (ai) any Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving entity (ii) any Subsidiary may merge into any other Subsidiary provided that if any such Subsidiary is a direct wholly-owned Domestic Subsidiary, such direct wholly-owned Domestic Subsidiary shall be the survivor; (iii) any Subsidiary (other than ITG or any subsidiary of ITG) may merge with any Person in a transaction that is not permitted by clause (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by this Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise7.03(a), provided that such merger is permitted by Section 7.04 or 7.05, as applicable; (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets do to (A) the Borrower or (B) any other Subsidiary provided that if any such Subsidiary is a direct wholly-owned Domestic Subsidiary, such direct wholly-owned Domestic Subsidiary shall be the buyer, transferee or lessee, as applicable; (v) the Borrower or any Subsidiary (other than ITG or any subsidiary of ITG) may sell, transfer, lease or otherwise dispose of its assets in a transaction that is not constitute all permitted by clause (iv) of this Section 7.03(a), provided that such sale, transfer, lease or substantially all other disposition is also permitted by Section 7.05; and (vi) any Subsidiary (other than ITG) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the consolidated assets Borrower and is not materially disadvantageous to the Lender. (b) The Borrower will not, and will not permit any of the Parent Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiariesthe Subsidiaries on the date of execution of this Agreement and businesses directly related thereto.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any PersonPerson (any such event being a "Fundamental Change"), except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge or consolidate with or into (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , provided that (x) when any Whollywholly-Owned owned Subsidiary is merging with another Subsidiary, a Whollythe wholly-Owned owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyPerson; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Whollywholly-Owned owned Subsidiary, then the transferee shall must either be the Parent Borrower or another Whollya wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Partyowned Subsidiary; (c) the Parent and its Subsidiaries Borrower or any Subsidiary may make Dispositions merge with any Person in a transaction that would be an acquisition that is permitted by Section 6.04under this Agreement; provided that (i) if the Borrower is a party to such merger, it shall be the continuing or surviving Person, or (ii) if any Subsidiary is a party to such merger, such Subsidiary shall be the continuing or surviving Person; (d) any Investment permitted by Section 6.06 the Borrower may be structured as a merger, consolidation or amalgamation;sell all the capital stock of Forethought Federal Savings Bank; and (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and Fundamental Changes not otherwise has no activities other than activities related to the maintenance of its existence and good standingpermitted under this Section 7.04; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do the aggregate book value thereof shall not constitute all or substantially all of exceed in the consolidated assets of the Parent and its Subsidiariesaggregate $200,000,000.

Fundamental Changes. The Parent will notEnter into any merger, and will not permit any of its Subsidiaries toconsolidation or amalgamation, merge, dissolve, or liquidate, consolidate with wind up or into another Persondissolve itself (or suffer any liquidation or dissolution), or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned property or hereafter acquired) to or in favor of any Personbusiness, except that, so long as no Default exists or would result therefrom:‌: (a) any Subsidiary of the Borrower may merge be merged or consolidated with or into the Borrower (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, corporation) or with or into any Wholly Owned Subsidiary (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-the Wholly Owned Subsidiary shall be the continuing or surviving Person and (y) when corporation); provided that any such merger or consolidation of a Subsidiary that is a Credit Party is merging Guarantor shall only be with or into the Borrower or another Subsidiary, then such other Subsidiary shall be a Credit PartyGuarantor; (b) any Subsidiary of the Borrower may Dispose of all any or substantially all of its assets (i) to the Borrower or any Wholly Owned Subsidiary (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary); provided that (x) if any such Disposition by a Subsidiary Guarantor shall only be to the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent Borrower or another Wholly-Owned Subsidiary and Guarantor or (yii) if the transferor in such pursuant to a transaction is a Credit Party, then the transferee shall be a Credit PartyDisposition permitted by Section 7.5; (c) the Parent and its Subsidiaries may make Dispositions any Investment expressly permitted by Section 6.04; (d) any Investment permitted by Section 6.06 7.7 may be structured as a merger, consolidation or amalgamation; (ed) any Subsidiary may dissolve, liquidate or wind up its affairs at any time if it owns no material assetsat the time of such dissolution, engages in no business and otherwise has no activities other liquidation or winding up, the value of the assets of such Subsidiary is less than activities related to the maintenance of its existence and good standing$100,000 or such Subsidiary is dormant; and (fe) the Borrower may consolidate with or merge with or into any Person, if: (i) the resulting, surviving or transferee Person (the “Successor Company”) will be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Company (if not the Borrower) will expressly assume all the obligations of the Borrower under this Agreement and the other Loan Documents to which the Borrower is a party by executing and delivering to the Administrative Agent a joinder hereto and thereto or one or more other documents or instruments, in each case, in a form reasonably satisfactory to the Administrative Agent; (ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or any Subsidiary as a result of such transaction as having been incurred by the Successor Company or such Subsidiary at the time of such transaction), no Default will have occurred and be continuing or would result therefrom; (iii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or any Subsidiary as a result of such transaction as having been incurred by the Successor Company or such Subsidiary at the time of such transaction), the Successor Company shall be in compliance with the financial covenant set forth in Section 7.1 as of the end of the most recent four fiscal quarter period for which financial statements have been delivered pursuant to Section 6.1; (iv) each Guarantor (other than (x) any Subsidiary may Dispose of all Guarantor that will be released from its obligations under the Guarantee and Collateral Agreement in connection with such transaction and (y) any party to any such consolidation or substantially all of merger) shall have delivered a joinder or one or more other documents or instruments confirming its assets obligation under the Guarantee and Collateral Agreement and its obligations under the other Loan Documents; (upon voluntary liquidation v) Parent shall have delivered a joinder or otherwiseone or more other documents or instruments confirming its obligation under the Parent Guarantee; and (vi) the Borrower shall have delivered to the Administrative Agent (A) a certificate signed by a Responsible Officer each to the effect that such consolidation or merger and such joinders or other documents or instruments relating to this Agreement or any other Loan Document complies with the provisions described in this Section 7.4(e), (B) a legal opinion of counsel to the Successor Company and its Subsidiaries covering substantially the same matters set forth in Exhibit E hereto and (C) all documentation and information as is reasonably requested in writing by the Lenders at least three days prior to the anticipated effective date of such consolidation or merger required by U.S. regulatory authorities under applicable “know your 87 customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act. ; provided that such assets do not constitute all or substantially all if the foregoing provisions of this clause (e) are satisfied, the consolidated assets of Successor Company will succeed to, and be substituted for, the Parent and its SubsidiariesBorrower under this Agreement.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, amalgamate, consolidate with or into another Person, or divide into two or more Persons pursuant to a plan of division, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Restricted Subsidiary may merge with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, Person or (ii) the Parent or any one or more other Restricted Subsidiaries; provided that (x) when any Whollywholly-Owned owned Restricted Subsidiary is merging with the Parent or another Restricted Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) shall be the Parent or a wholly-owned Restricted Subsidiary; provided, further, that when any Subsidiary that is a Credit Loan Party is merging with another Subsidiarya Restricted Subsidiary that is not a Loan Party, then such other Subsidiary the continuing or surviving Person shall be a Credit Loan Party; (b) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another SubsidiaryRestricted Subsidiary (and thereafter dissolve, liquidate or wind-up its affairs); provided that (x) if the transferor in such a transaction is a Whollywholly-Owned owned Restricted Subsidiary, then the transferee shall must either be the Parent Borrower or another Whollya wholly-Owned Subsidiary and (y) owned Restricted Subsidiary; provided, further, that if the transferor in such a transaction is a Credit Loan Party, then the transferee shall must either be a Credit the Borrower or another Loan Party; (c) the Parent and its Subsidiaries may make Dispositions any Disposition of a Restricted Subsidiary expressly permitted by Section 6.047.05 may be structured as a merger, consolidation or amalgamation to which such Restricted Subsidiary is a party and as a result of which such Restricted Subsidiary ceases to be a Restricted Subsidiary; (d) any Investment expressly permitted by Section 6.06 7.02 may be structured as a merger, consolidation or amalgamation;; provided that if the Parent or the Borrower is a party thereto, the Parent or the Borrower (as applicable) shall be the continuing or surviving Person; provided, further, that the continuing or surviving Person shall be the Borrower or a Guarantor to the extent required by Section 6.12; and (e) any existing wholly-owned Restricted Subsidiary may dissolvedivide into two or more new wholly-owned Restricted Subsidiaries; provided that if such existing Restricted Subsidiary is a Loan Party, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standingeach new Restricted Subsidiary shall also be an Loan Party immediately following such division; and (f) the Parent may merge with a wholly-owned Subsidiary of the Public Parent or any Subsidiary may Dispose Intermediate Parent, change its name, or convert its type of all or substantially all of its assets (upon voluntary liquidation or otherwise), organization in connection with tax planning activities; provided that the continuing or surviving Person of such assets do not constitute all or substantially all merger is a direct wholly-owned Subsidiary of the consolidated assets of the Public Parent and its Subsidiariesor any Intermediate Parent.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation;; | (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), ; provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiaries.

Fundamental Changes. The Parent will not, and will not permit (a) Merge into or consolidate into any of its Subsidiaries to, merge, dissolve, liquidate, consolidate with or into another other Person, or Dispose permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (whether in one a single transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) to or in favor any line of business or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, that if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (i) the Borrower or any Subsidiary may merge with a Person pursuant to a Permitted Acquisition if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, except that, so long as no Default exists or would result therefrom:‌ (aii) any Subsidiary may merge with (i) into another Subsidiary, provided, that if any party to such merger is a Guarantor, the Borrower; provided that the Borrower Guarantor shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (biii) any Subsidiary may Dispose sell, transfer, lease or otherwise dispose of all or substantially all of its assets to any Loan Party, (upon voluntary iv) any Subsidiary (other than a Guarantor) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or otherwise) dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Parent Lenders and (v) any HMO Subsidiary and Insurance Subsidiary may merge with any other HMO Subsidiary, Insurance Subsidiary or to another Subsidiary of an HMO Subsidiary or Insurance Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary its assets are all disposed of pursuant to Section 2.12(a) and (y) if the transferor in any such merger involving a transaction Person that is not a Credit Party, then the transferee wholly-owned Subsidiary immediately prior to such merger shall not be a Credit Party;permitted unless also permitted by Section 7.4. (cb) Engage in any business other than businesses of the Parent type conducted by the Borrower and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business on the date hereof and otherwise has no activities other than activities businesses reasonably related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiariesthereto.

Fundamental Changes. The Parent Borrower will not, and nor will not it permit any of its Subsidiaries Material Subsidiary to, merge, dissolve, liquidate, merge or consolidate with or into another Personany other Person or sell, lease, transfer or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌ (a) any Subsidiary may merge with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose otherwise dispose of all or substantially all of its assets (upon voluntary liquidation as used herein, including capital stock and/or other ownership interest) (collectively, “Disposition”), except, that (i) a Material Subsidiary may merge into the Borrower or otherwiseanother Material Subsidiary or any other Person (other than the Borrower) if after giving effect thereto such Person becomes a Material Subsidiary, (ii) the Borrower may merge with another Person if (A) the Borrower is the corporation surviving such merger and (B) after giving effect thereto, no Default shall have occurred and be continuing, (iii) Dispositions may be made to the Parent Borrower or a Material Subsidiary (or a party that concurrently therewith will become a Material Subsidiary), (iv) Dispositions may be made by a Material Subsidiary to another Person that concurrently therewith will become a Material Subsidiary, (v) Dispositions may be made of all or any portion of the assets or capital stock of (or other ownership interest in) any ET Entity, or any ET Entity may merge or consolidate with any Person, (vi) Dispositions of accounts and receivables (and other related assets) pursuant to a Receivables Purchase Facility, (vii) Dispositions of Designated Charges and other related assets in connection with the issuance of any Approved Cost Recovery Bonds and (viii) Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 6.10; provided that (x) if at the transferor in time of such a transaction is a Wholly-Owned SubsidiaryDisposition, then the transferee no Default shall either be the Parent exist or another Wholly-Owned Subsidiary would result from such Disposition (after giving effect to this clause (viii)) and (y) if the transferor aggregate book value of all property disposed of in such a transaction is a Credit Party, then reliance on this clause (viii) from and after the transferee Closing Date shall be a Credit Party; (c) not exceed 15% of the Parent greater of the total assets of the Borrower and its Subsidiaries may make on a consolidated basis as determined in accordance with GAAP, (x) as shown on the consolidated balance sheet of the Borrower and its Subsidiaries as of December 31, 20202021 and (y) as shown on the annual consolidated balance sheet of the Borrower and its Subsidiaries as of December 31 of the year ending (after December 31, 20202021) immediately prior to such disposition; provided, however, that any Disposition pursuant to Section 6.10(viii) shall be for fair market value as determined in good faith by the applicable board of directors or other governing body. No such Dispositions of the types described in clauses (i)-(viii) of the previous sentence shall in any event be prohibited under this Section 6.10, nor shall any Disposition permitted pursuant to clauses (i) through (viii) above be considered in any determination as to whether any other single or series of Dispositions constituted a sale by Section 6.04; (d) the Borrower or any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Material Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), assets; provided that such assets do not constitute when evaluating whether a Disposition (other than a Disposition permitted pursuant to clauses (i)-(viii) above) constitutes a Disposition of all or substantially all of the consolidated assets of such Person, such determination shall be made on the basis of the relevant assets of such Person and its subsidiaries making such Disposition, excluding for such purpose, such Person’s interests, if any, in the equity or assets of the Parent and its SubsidiariesET Entities (as if such interests in such equity or assets had never been owned by such Person).

Fundamental Changes. The Each of Parent will and Borrower shall not, and will not nor shall it permit any of its Subsidiaries other Loan Party to, directly or indirectly, merge, dissolve, liquidate, consolidate with or into another PersonPerson (including without limitation, in connection with any Acquisition), or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any PersonPerson (any such transaction, a “Fundamental Change”), except that, so long as no Event of Default exists has occurred and is continuing or would result therefrom:‌therefrom: (a) any Subsidiary Loan Party (other than Parent or Borrower) may merge with (i) the Parent or Borrower; , provided that the Borrower Parent or Borrower, as applicable, shall be the continuing or surviving Person, or (ii) any one other Loan Party, or more (iii) any other Subsidiaries; Person provided that (x) when any Wholly-Owned Subsidiary that, if it owns a Borrowing Base Property and is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be not the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiaryentity, then Borrower has complied with Section 4.09 to remove such other Subsidiary shall be a Credit PartyBorrowing Base Property from the Borrowing Base; (b) any Subsidiary Loan Party (other than Parent or Borrower) may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Loan Party; (c) any Loan Party may Dispose of a Property owned by such Loan Party in the Parent ordinary course of business and its Subsidiaries may make Dispositions permitted by for fair value; provided that if such Property is a Borrowing Base Property, then Borrower shall have complied with Section 6.044.09; (d) Parent or Borrower may, directly or indirectly, merge or consolidate with any Investment permitted by Section 6.06 may other Person so long as (i) Parent or Borrower shall be structured as a merger, consolidation or amalgamationthe survivor thereof; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiaries.

Fundamental Changes. The Parent will notNeither the Borrower nor the Restricted Subsidiaries shall merge, and will not permit any of its Subsidiaries to, mergeamalgamate, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌: (a) any Restricted Subsidiary may merge merge, amalgamate or consolidate with (i) the BorrowerBorrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided that the Borrower shall be the continuing or surviving PersonPerson and such merger does not result in the Borrower ceasing to be a corporation, partnership or limited liability company organized under the Laws of the United States, any state thereof or the District of Columbia or (ii) any one or more other Restricted Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary Person that is a Loan Party is merging or amalgamating with another a Restricted Subsidiary, a Wholly-Owned Subsidiary Loan Party shall be the continuing or surviving Person Person; and an updated Borrowing Base Certificate shall have been delivered if the Borrowing Base after giving effect to such transaction would decrease by more than $8,000,000. (i) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary may liquidate or dissolve or the Borrower or any Subsidiary may change its legal form (x) if the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries and if not materially disadvantageous to the Lenders and (y) when to the extent such Restricted Subsidiary is a Loan Party, any assets or business not otherwise disposed of or transferred in accordance with Sections 7.02 (other than Section 7.02(e)) or Section 7.05 or, in the case of any such business, discontinued, shall be transferred to otherwise owned or conducted by another Loan Party after giving effect to such liquidation or dissolution (it being understood that in the case of any change in legal form, a Subsidiary that is a Credit Party Guarantor will remain a Guarantor unless such Guarantor is merging with another Subsidiary, then such other Subsidiary shall be otherwise permitted to cease being a Credit PartyGuarantor hereunder); (bc) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Restricted Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned SubsidiaryGuarantor, then (i) the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall must be a Credit Party; Loan Party or (cii) to the Parent extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary that is not a Loan Party in accordance with Sections 7.02 and its Subsidiaries may make Dispositions permitted by Section 6.047.03, respectively; (d) so long as no Default exists or would result therefrom, the Borrower may merge, amalgamate or consolidate with any Investment permitted other Person; provided that (i) the Borrower shall be the continuing or surviving entity or (ii) if the Person formed by Section 6.06 may be structured as a or surviving any such merger, amalgamation or consolidation is not the Borrower (any such Person, the “Successor Borrower”), (A) the Successor Borrower shall be an entity organized or amalgamation;existing under the Laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Borrower shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Documents to which the Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger, amalgamation or consolidation, shall have confirmed that its Guaranty shall apply to the Successor Borrower’s obligations under the Loan Documents, (D) each Guarantor, unless it is the other party to such merger, amalgamation or consolidation, shall have by a supplement to the Security Agreement and other applicable Collateral Documents confirmed that its obligations thereunder shall apply to the Successor Borrower’s obligations under the Loan Documents, (E) if requested by the Administrative Agent, each mortgagor of a Mortgaged Property, unless it is the other party to such merger, amalgamation or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Borrower’s obligations under the Loan Documents, and (F) the Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger, amalgamation or consolidation and such supplement to this Agreement or any Collateral Document preserves the enforceability of this Agreement, the Guaranty and the Collateral Documents and the perfection of the Liens under the Collateral Documents; provided, further, that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the Borrower under this Agreement; and (e) so long as no Default exists or would result therefrom (in the case of a merger or amalgamation involving a Loan Party), any Restricted Subsidiary may dissolvemerge, liquidate amalgamate or wind up consolidate with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided that the continuing or surviving Person shall be a Restricted Subsidiary or the Borrower, which together with each of its affairs if it owns no material assetsRestricted Subsidiaries, engages in no business and otherwise has no activities other than activities related shall have complied with the requirements of Section 6.11 to the maintenance extent required pursuant to the Collateral and Guarantee Requirement; (f) so long as no Default exists or would result therefrom, a merger, amalgamation dissolution, liquidation, consolidation or Disposition, the purpose of its existence and good standingwhich is to effect a Disposition permitted pursuant to Section 7.05; and (fg) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent Borrower and its SubsidiariesSubsidiaries may consummate Permitted Intercompany Activities.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04‎6.04; (d) any Investment permitted by Section 6.06 ‎6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), ; provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiaries.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another PersonPerson (including by division), or Dispose (other than as permitted pursuant to Section 7.05) of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any PersonPerson (other than (x) as otherwise permitted pursuant to Sections 7.02 and 7.05 and (y) in connection with a Permitted Acquisition or Permitted Foreign Acquisition), except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary of Parent may merge with (i) Parent or Borrower, provided that Parent or the Borrower; provided that the Borrower , as applicable, shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; Subsidiaries of Parent, provided that (x) when any Whollywholly-Owned owned Subsidiary of Parent is merging with another SubsidiarySubsidiary of Parent, a Whollythe wholly-Owned owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary Person, and, provided further that is if a Credit Party Guarantor is merging with another Subsidiary, then such other Subsidiary the Guarantor shall be a Credit Partythe surviving Person; (b) any Subsidiary of Parent (other than the Borrower) may Dispose of all or substantially all of its assets (upon voluntary liquidation liquidation, dissolution, winding up, division or otherwise) to the Parent Parent, to Borrower or to another Subsidiary of Parent (or to the direct or indirect holder of such Subsidiary’s Equity Interests); provided that (x) if the transferor in such a transaction is a Whollywholly-Owned Subsidiaryowned Subsidiary of Parent, then the transferee shall either must be Parent, the Parent Borrower or another Whollya wholly-Owned owned Subsidiary and (y) of Parent, and, provided further that if the transferor in of such a transaction assets is a Credit PartyGuarantor, then the transferee shall must either be Borrower or a Credit PartyGuarantor; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04;[intentionally omitted]; and (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation Loan Party or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary thereof may Dispose of all or substantially all of the assets of any one or more of its assets Subsidiaries (upon voluntary liquidation liquidation, dissolution, winding up, division or otherwise), ; provided that (i) the assets subject to such assets do not constitute all or substantially all Disposition are less than 5% percent of the consolidated total assets of the Parent and its SubsidiariesSubsidiaries on a consolidated basis and (ii) the EBITDA of such Subsidiary is less than 5% percent of the EBITDA of Parent and its Subsidiaries on a consolidated basis.